DEF 14A of Gates Industrial Corp Ltd., Apr 20, 2026

DEF 14A of Gates Industrial Corp Ltd.

Filed Apr 20, 2026 · FY20250001628280-26-026015

Open on EDGAR

  1. Election of Directors

    Election of Directors

  2. Election of Directors

    | The Board unanimously recommends that shareholders vote “FOR” each nominee to serve as director. |

  3. Election of Directors

    What am I voting on? The Company’s Articles of Association provide that each director shall retire from office at each AGM and shall be eligible for re-election. The first proposal for consideration at the 2026 AGM is the election of each of the eight candidates named below as a director for a one-year term expiring at the conclusion of the 2027 AGM. Each of these candidates is currently a director. Each nominee has agreed to serve if re-elected, and the Board has no reason to believe that any nominee will be unable to serve. Upon the recommendation of the nominating and governance committee of the Board (the “Nominating and Governance Committee”), the Board has nominated each of the eight directors identified below as a nominee for a one-year term expiring at the conclusion of the 2027 AGM or until his or her successor is duly elected and qualified, or until his or her earlier retirement, resignation, disqualification, removal or death. If any director nominee should become unavailable for election prior to the 2026 AGM due to an event that currently is not anticipated by the Board, either the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board, or the number of directors may be reduced accordingly. Set forth on the following pages is biographical and other background information concerning each nominee for director, as well as a discussion of the specific experience, qualifications and skills of each director that helped lead the Board to conclude that each respective director should continue to serve as a member of the Board. The form of shareholder resolutions for this proposal are set forth under the heading “Shareholder Resolutions for the 2026 Annual General Meeting” in this Proxy Statement.

  4. COMPOSITION OF THE BOARD OF DIRECTORS

    COMPOSITION OF THE BOARD OF DIRECTORS The Company’s business and affairs are managed under the direction of its Board, which consists of eight directors. The Board has affirmatively determined that all of the directors, except Mr. Jurek who is the Chief Executive Officer of the Company, are independent under the NYSE listing standards.

  5. COMPOSITION OF THE BOARD OF DIRECTORS

    | Gates Industrial Corporation | 5 | 2026 Proxy Statement |

  6. COMPOSITION OF THE BOARD OF DIRECTORS

    | Proposal 1 | Table of Contents |

  7. DIRECTOR BACKGROUNDS AND QUALIFICATIONS

    DIRECTOR BACKGROUNDS AND QUALIFICATIONS The following presents the names, ages as of April 7, 2026, and selected biographical information and qualifications for each of the director nominees.

  8. DIRECTOR BACKGROUNDS AND QUALIFICATIONS

    | Neil P. Simpkins | Director, Chair of the Board | Age: 60 | Director Since 2017 Neil P. Simpkins has served as a director of Gates Industrial Corporation plc since November 2017 and as the Chair of the Board since January 2020. He has served as a director of Gates entities since 2014. He is currently CEO of Roseberry LLC, a private investment firm, and also provides consulting services to Blackstone Inc. where he was previously a Senior Managing Director of the Corporate Private Equity Group. While at Blackstone, Mr. Simpkins led the acquisitions of TRW Automotive, Vanguard Health Systems, TeamHealth, Apria, Summit Materials, Change Healthcare and Gates. Before joining Blackstone in 1998, Mr. Simpkins was a Principal at Bain Capital and worked as a consultant at Bain & Company in the Asia Pacific region and in London. He currently serves as a director of Team Health Holdings, Inc., and previously served as a director of Apria, Inc from 2008 to 2022 and Change Healthcare, Inc. from 2011 to 2022. | | | In particular, the Board considered Mr. Simpkins’ significant financial and business experience, including as a former Senior Managing Director of the Corporate Private Equity Group at Blackstone and a former Principal at Bain Capital, when selecting him as a nominee. |

  9. DIRECTOR BACKGROUNDS AND QUALIFICATIONS

    | Ivo Jurek | Director, Chief Executive Officer | Age: 61 | Director Since 2017 Ivo Jurek has served as a director of Gates Industrial Corporation plc since its formation in September 2017 and has served as the Chief Executive Officer and a director of Gates entities since May 2015. Mr. Jurek oversees and manages all of Gates’ departments and lines of products and services globally. As Chief Executive Officer, Mr. Jurek has led Gates to expand product lines in fluid power and power transmission and strategically grow market share while driving improved financial performance. Mr. Jurek has a deep understanding of new technology development, manufacturing, distribution and international business markets. Prior to joining Gates, Mr. Jurek served as President of Eaton Electrical, Asia Pacific beginning in November 2012 until May 2015. During that time, Mr. Jurek had management oversight of Eaton Electrical’s Asia Pacific portfolio which included optimizing manufacturing plants, identifying new markets, and assisting with the overall performance of the company. Prior to that, Mr. Jurek served as Group President for Cooper Power Systems — Cooper Bussmann, with complete oversight of all business activities there and in significant general management positions in International Rectifier Corporation and TRW Inc. | | | In particular, the Board considered Mr. Jurek’s extensive business and industry experience as well as his experience leading Gates since May 2015, when selecting him as a nominee. |

  10. DIRECTOR BACKGROUNDS AND QUALIFICATIONS

    | Gates Industrial Corporation | 6 | 2026 Proxy Statement |

  11. DIRECTOR BACKGROUNDS AND QUALIFICATIONS

    | Proposal 1 | Table of Contents |

  12. DIRECTOR BACKGROUNDS AND QUALIFICATIONS

    | Joseph S. Cantie | Director | Age: 62 | Director Since 2025 Joseph S. Cantie has served as a director of Gates Industrial Corporation plc since March 2025. Mr. Cantie was the Executive Vice President and Chief Financial Officer of TRW Automotive Holdings Corp., a diversified global supplier of automotive systems, modules, and components, from 2003 until 2016. From 2001 to 2003, Mr. Cantie was Vice President, Finance for the automotive business of TRW, Inc., a global aerospace, systems and automotive conglomerate. Mr. Cantie served as TRW Inc.’s Vice President, Investor Relations from 1999 until 2001. From 1996 to 1999, Mr. Cantie was employed by LucasVarity plc, serving in several executive positions, including Vice President and Controller. Prior to joining LucasVarity, Mr. Cantie spent 10 years with KPMG. He currently serves on the board of directors of Howmet Aerospace Inc. (NYSE: HWM) since 2020 and TopBuild Corp. (NYSE: BLD) since 2015. His previous public company directorships include Summit Materials, Inc. from 2016 to 2025, DelphiTechnologies PLC from 2017 to 2020, and Aptiv PLC from 2015 to 2017. | | | In particular, the Board considered Mr. Cantie’s extensive financial expertise and global manufacturing industry experience, including as Executive Vice President and Chief Financial Officer of TRW Automotive Holdings Corp., and his prior public company board experience when selecting him as a nominee. |

  13. DIRECTOR BACKGROUNDS AND QUALIFICATIONS

    | Fredrik Eliasson | Director | Age: 55 | Director Since 2022 Fredrik Eliasson has served as a director of Gates Industrial Corporation plc since October 2022. Mr. Eliasson was the Chief Financial Officer of Change Healthcare Inc. from 2018 to 2022, leading the company through its initial public offering and through its ultimate sale in 2022. Previously, Mr. Eliasson spent 22 years at CSX Corporation in sales, marketing, financial planning, and investor relations positions, most recently serving as President in 2017, Chief Sales and Marketing Officer from 2015-2017, and Chief Financial Officer from 2012-2015. He currently serves on the board of directors of ArcBest Corporation (NASDAQ: ARCB), a freight and logistics provider, a position he has held since December 2019. | | | In particular, the Board considered Mr. Eliasson’s financial acumen and business experience, including as the former Chief Financial Officer of Change Healthcare Inc. and former President, Chief Sales and Marketing Officer, and Chief Financial Officer of CSX Corporation, when selecting him as a nominee. |

  14. DIRECTOR BACKGROUNDS AND QUALIFICATIONS

    | Gates Industrial Corporation | 7 | 2026 Proxy Statement |

  15. DIRECTOR BACKGROUNDS AND QUALIFICATIONS

    | Proposal 1 | Table of Contents |

  16. DIRECTOR BACKGROUNDS AND QUALIFICATIONS

    | James W. Ireland, III | Director | Age: 71 | Director Since 2018 James W. Ireland, III has served as a director of Gates Industrial Corporation plc since November 2018. He has been Senior Managing Director of Davis Partners Group since May 2020, and Co-founder and Managing Partner of Earlylands Advisory since 2024. Prior to his current roles, Mr. Ireland served as Executive Chairman of Miele Energy from January 2021 until June 2023, President and Chief Executive Officer of General Electric Africa, a digital and industrial company focused on transforming the industry with machines that have software defined solutions from 2011 until 2018. From 2007 until 2011, Mr. Ireland served as the President and Chief Executive Officer of General Electric’s Asset Management Group. From 1995 to 2007, Mr. Ireland held various positions at General Electric, including President of NBC Universal Television Stations and Network Operations (a wholly-owned subsidiary of General Electric), one of the world’s leading media and entertainment companies in development, production, and marketing of entertainment, news and information to a global audience and Chief Financial Officer for General Electric Plastics and VP Corporate Audit Staff for GE Company. | | | In particular, the Board considered Mr. Ireland’s substantial management expertise, including as former President and Chief Executive Officer of each of General Electric Africa and General Electric’s Asset Management Group, when selecting him as a nominee. |

  17. DIRECTOR BACKGROUNDS AND QUALIFICATIONS

    | Stephanie K. Mains | Director | Age: 58 | Director Since 2019 Stephanie K. Mains has served as a director of Gates Industrial Corporation plc since February 2019. Ms. Mains is currently an advisor to the Board of Directors of LSC Communications, MCL Solutions LLC, an Atlas Holdings portfolio company, and previously served as the Chief Executive Officer of LSC Communications from April 2021 through April 2025. Prior to that Ms. Mains was the interim Chief Executive Officer of GE Power Conversion from April 2020 until December 2020, and the President and Chief Executive Officer of ABB Electrification Products Industrial Solutions, a 2018 acquisition from GE, from November 2015 until January 2019. She served as Vice President of GE Distributed Power Global Services from March 2013 until October 2015, and held positions of increasing responsibility from General Manager to Vice President for GE Energy-Power from March 2006 until March 2013. Prior to joining GE Energy, Ms. Mains spent 17 years across multiple GE businesses in financial and transformational leadership positions, including Chief Financial Officer for GE Aviation Services Material Solutions. She currently serves on the board of directors of Diamondback Energy, Inc. (NASDAQ: FANG), a position she has held since April 2020, Stryten Energy, LLC, a private company, and LCI Industries (NYSE: LCII), a position she has held since March 2021. | | | In particular, the Board considered Ms. Mains’ leadership and operational experience in various senior management roles, including as a former Chief Executive Officer of LSC Communications-MCL and as a former Chief Financial Officer, as well as extensive experience across multiple GE businesses, when selecting her as a nominee. |

  18. DIRECTOR BACKGROUNDS AND QUALIFICATIONS

    | Gates Industrial Corporation | 8 | 2026 Proxy Statement |

  19. DIRECTOR BACKGROUNDS AND QUALIFICATIONS

    | Proposal 1 | Table of Contents |

  20. DIRECTOR BACKGROUNDS AND QUALIFICATIONS

    | Wilson S. Neely | Director | Age: 70 | Director Since 2020 Wilson S. Neely has served as a director of Gates Industrial Corporation plc since April 2020. He is currently a strategic advisor to InterNex Capital, an asset-based, digital lender providing working capital financing to small- and medium-sized businesses, a role he has held since January 2020. Prior to that, from 1991 until his retirement in January 2020, Mr. Neely served as a Partner of Simpson Thacher & Bartlett LLP with a corporate practice primarily in the areas of mergers and acquisitions and capital markets. While at Simpson Thacher, Mr. Neely advised on numerous business combination transactions, including leveraged buyouts, recapitalizations and strategic partnerships between private equity funds and corporate partners. In addition, he oversaw numerous capital markets transactions. He currently serves on the board of directors of the University of Texas Law School Foundation, Readworks Inc., and Historic Hudson Valley, of which he serves as board chair. | | | In particular, the Board considered Mr. Neely’s strong knowledge of corporate governance and his legal experience as a retired Partner from Simpson Thacher & Bartlett LLP in the areas of mergers and acquisitions and capital markets, when selecting him as a nominee. |

  21. DIRECTOR BACKGROUNDS AND QUALIFICATIONS

    | Molly P. Zhang | Director | Age: 64 | Director Since 2020 Dr. Peifang Zhang (also known as Molly P. Zhang) has served as a director of Gates Industrial Corporation plc since July 2020. Before transitioning to board service at the end of 2016, Dr. Zhang held multiple global executive roles at Orica Ltd, a mining service company, including Vice President of Asset Management and Manufacturing Executive for Mining Systems. She led organizations across over twenty countries focusing on operational excellence and commercialization of new technologies and products. Prior to Orica, Dr. Zhang spent over 22 years at Dow Inc. in various senior leadership positions in manufacturing, technology and business management. Her most recent role was Managing Director of SCG-Dow Group, a mega joint venture group, where she oversaw significant business growth initiatives in the Asia Pacific region. Dr. Zhang currently serves as an advisory board member at Circular Innovation Fund, a global venture capital fund for sustainability-related technology investments. In the past five years, Dr. Zhang’s public company directorships included Namib Minerals from June 2025 to April 2026, Arch Resources from January 2022 until its merger with Consol Energy in January 2025, Aqua Metals from May 2021 to May 2025 and GEA Group from April 2016 to December 2021. | | | In particular, the Board considered Dr. Zhang’s global business experience and her strong understanding of the Asia market, as well as her expertise in the industrials sector and prior public company board experience, when selecting her as a nominee. |

  22. DIRECTOR BACKGROUNDS AND QUALIFICATIONS

    When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively, the Board focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. The Company believes that its directors provide an appropriate mix of experience and skills relevant to the size and nature of its business.

  23. DIRECTOR BACKGROUNDS AND QUALIFICATIONS

    | Gates Industrial Corporation | 9 | 2026 Proxy Statement |

  24. DIRECTOR BACKGROUNDS AND QUALIFICATIONS

    | Proposal 1 | Table of Contents |

  25. COMPENSATION PRACTICES HIGHLIGHTS

    | Topic | Compensation Practice | | Pay-for-Performance | •The majority of the NEOs’ total direct compensation is variable and a significant portion is tied to pre-established Company performance goals. •No incentive funding when Company performance on a performance metric does not meet threshold requirements for such metric under the short- and long-term incentive plans (relating to performance awards). •Half of the NEOs’ equity-based compensation is performance-based to motivate enhancement of long-term shareholder value. Performance metrics are return on invested capital and total shareholder return. •Maximum total bonus opportunity for the NEOs of 200% of their respective target bonus opportunities. •Maximum vesting of 200% of respective target opportunities for the NEOs’ performance-based restricted stock units. •Compensation Committee review of executive tally sheets reflecting all compensation components to evaluate whether compensation decisions are in line with the Company’s pay-for-performance philosophy. | | Robust Stock Ownership Guidelines | Stock ownership guidelines of: •6x base salary for the CEO •3x base salary for other executive officers and senior vice presidents •5x cash retainer for directors •Exclusion of stock options, whether vested or unvested, and unvested performance-based restricted stock units in calculating ownership | | Double Trigger Change in Control | Severance benefits under the Company’s Executive Change in Control Plan and accelerated vesting of equity grants require both a change in control and a qualifying termination. | | Strict Trading Policy; Anti-Hedging and Pledging Policies | Enforcement of a strict trading policy, which prohibits pledging, short sales or speculative trading, including hedging of Company stock, by executives and directors. | | Clawback Provisions | In addition to recoupment under the Company’s mandatory Dodd-Frank clawback policy, the Compensation Committee may cancel outstanding equity awards or require forfeiture of any gain realized in the vesting or exercise of awards held by an NEO who has been determined by the committee to have engaged in detrimental activity (as defined in the Company’s Omnibus Incentive Plan). | | Tax Gross-Ups | No excise tax or income tax gross-ups (except in the event of relocation). | | Employment Contracts | None of our continuing NEOs have an employment contract. | | Independent Compensation Consultant | Engagement of an independent compensation consultant reporting directly to the Compensation Committee. |

  26. EXECUTIVE COMPENSATION STRUCTURE

    EXECUTIVE COMPENSATION STRUCTURE The material elements of the executive compensation program include the following, all of which are described in detail in this CD&A: •Base salary •Short-term incentive opportunity (an annual cash bonus tied to the Company’s annual financial performance) •Long-term Incentive opportunity (an equity-based long-term incentive opportunity consisting of time-based vesting restricted stock units (“RSUs”) and performance-based vesting RSUs (“PRSUs”)) •Broad-based employee benefits, limited perquisites and severance coverage

  27. Executive Compensation Determination Process

    Role of the Peer Group. The Compensation Committee, with the help of the Consultant, conducts an annual review and evaluation of executive and director compensation in comparison to an industry peer group. In establishing the industry peer group, the Compensation Committee targets approximately 15 to 20 companies based on the following selection criteria: •publicly traded companies within similar industries as Gates; •companies with annual revenues of approximately 0.4x to 3x Gates’ annual revenues; •companies with market capitalization and enterprise values within a reasonable range of Gates’ values; •companies that compete with Gates for business and management talent; and •management recommendations. For 2025 compensation decisions, the Compensation Committee selected the same peer group of companies used to evaluate compensation decisions for the fiscal year ended December 28, 2024. The full list of 2025 peers is shown below.

  28. Executive Compensation Determination Process

    At the time of the Compensation Committee’s approval, the average and median trailing twelve-month revenues of the selected peers, at $4.4 billion and $4.0 billion, respectively, were comparable to the Company’s annual revenues. The Compensation Committee uses competitive compensation data from the annual total compensation study of peer companies and market survey data as a reference point to inform its decisions about overall compensation opportunities and specific compensation elements. The Compensation Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader U.S. market. Instead, the Compensation Committee applies judgment in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership ability and succession planning. Role of Tally Sheets. Each year, the Compensation Committee conducts a comprehensive compensation review for each NEO prior to making decisions about executive compensation for the next year. The Committee reviews a tally sheet for each NEO that encompasses two years of all primary elements of compensation at target or actual levels, as applicable, including the value of base salary, short-term incentives, long-term incentives, and benefit programs as well as potential wealth accumulation and retention value for each NEO. This comprehensive review helps the Compensation Committee evaluate total compensation, internal pay equity and retention values, and helps to ensure that future compensation decisions are in line with the Company’s pay-for-performance compensation philosophy. Timing of Compensation Decisions. The Compensation Committee generally makes executive compensation decisions in February of each year, after the Company reports its fourth quarter and year-end financial results for the preceding fiscal year and completes executive performance reviews (the “February meeting”). This timing allows the Compensation Committee to have a complete financial and individual performance picture before making compensation decisions. The exceptions are executive compensation, including equity grants, to executives who are promoted or hired from outside the Company during the year or to retain key executives in light of labor market conditions. These executives may receive compensation changes or equity grants effective or dated, as applicable, as of the date of their promotion, hiring date, or other Board or Compensation Committee approved date.

  29. Elements of Compensation

    Total Compensation Mix. The Company’s mix of target total compensation in 2025, as illustrated by the below charts, is significantly weighted towards variable “at-risk” compensation. Approximately 87% of the CEO’s compensation in 2025 was variable and at-risk, with the majority being performance-based. Approximately 73% of the other NEOs’ compensation in 2025 was variable and at-risk, with nearly half being performance-based. Included within each NEO’s performance-based compensation were performance-based vesting PRSUs equal to 50% of their long-term equity incentives. The other 50% of their long-term equity incentives consisted of time-based vesting RSUs. The long-term incentive opportunity is described further below. Base Salary. Base salaries for the NEOs in 2025 were determined by the Compensation Committee at its February meeting in 2025 after consideration of: the CEO’s recommendations (for all NEOs other than the CEO); the breadth, scope and complexity of the executive’s role; internal pay equity; current compensation; tenure in position and prior tenure in related roles; skill set; market pay levels; and individual performance. Base salaries are reviewed annually at the February meeting or at other times when deemed appropriate and may be increased from time to time pursuant to such review. The Consultant assists the Compensation Committee with this process by providing market and peer group data and making recommendations. For 2025, the Company made adjustments to NEO base salaries ranging from 3.5% to 7% primarily to align with market compensation practices and reward individual performance following a review of competitive market data provided by the Consultant. The following table sets forth each NEO’s 2024 and 2025 base salary levels as of February 28, 2024 and February 28, 2025, respectively.

  30. Elements of Compensation

    Short-Term Incentive Opportunity. The Company provides a short-term annual cash incentive opportunity under the Gates Global Bonus Policy (the “Annual Plan”) to reward certain employees, including its NEOs, for achieving specific financial performance goals that support the advancement of the Company’s profitability, revenue growth, and key business results, and to recognize individuals based on their contributions to those results. The maximum total bonus opportunity for the NEOs was capped at 200% of their respective target incentive bonus opportunities. Payouts under the Annual Plan were based on a combination of the achievement of the Company’s financial performance goals in 2025 (the “Gates Financial Performance Factor”), which sets the maximum funding of the Annual Plan, and each NEO’s individual performance during the fiscal year (the “Individual Performance Factor”). Gates Financial Performance Factor. The Gates Financial Performance Factor sets the maximum funding level for the Annual Plan. The Compensation Committee, after an evaluation of possible financial performance measures, determined to continue using Adjusted EBITDA, Free Cash Flow and Revenue as the financial performance measures for 2025. The Compensation Committee determined that these financial performance measures would be critical indicators of the Company’s performance for profitability, generating cash, and revenue growth in 2025 and, when combined, are drivers of sustainable growth. The Annual Plan financial performance measures and weightings for 2025 are described below.

  31. Elements of Compensation

    | Level | Achievement | Funding Percentage (% of Target) | | Below Threshold | Less than 90% | —% | | Threshold | 90% | 50% | | Target | 100% | 100% | | Maximum | 110% | 200% |

  32. Elements of Compensation

    (1) Revenue threshold and maximum are narrower than 90% and 110% to align with the associated Adjusted EBITDA levels. (2) Consistent with the previously established performance measures, attainment values exclude FX Impacts. This reduced the overall maximum funding as a percentage of target by approximately 1.5%. After the Gates Financial Performance Factor is calculated and approved by the Compensation Committee, the Compensation Committee or the CEO (except with respect to his own compensation) may allocate all or a portion of Annual Plan funding by region, sub-region or function based on performance, subject to the overall maximum funding level set by the Gates Financial Performance Factor. For 2025, the global corporate function funding factor was reduced from 106% of target to 95% of target. At the end of the performance period, the Compensation Committee considered regional and functional financial performance and other qualitative factors when determining the funding factors applicable to the NEOs in line with its pay for performance philosophy, which was informed by the recommendations of the CEO except with respect to his own compensation. As a result, the Compensation Committee applied the global corporate function funding factor of 95% of target to all NEOs, except for Mr. Pitstick whose funding factor of 44% of target was based on a combination of the global corporate function funding factor and the Company’s performance related to his areas of responsibility, including the Americas region and the global oil and gas and mobility businesses. We do not disclose regional or individual business initiative performance targets due to the potential for competitive harm by disclosing strategic objectives in subsets of our business that are not otherwise public. Individual Performance Factor. At the end of the performance period, the Compensation Committee considered individual performance based on achievement against the performance criteria described below to determine the Individual Performance Factors for the NEOs (subject to the individual payout cap of 200% of target and the maximum funding level set by the Gates Financial Performance Factor). In evaluating our CEO’s 2025 performance, the Compensation Committee considered Mr. Jurek’s positive performance with respect to global key financial results, including free cash flow, and other key performance indicators, such as regulatory compliance and training programs and improved quality, service level, health, safety and environmental performance, advances in certain strategic end markets, and leadership accomplishments in the areas of talent management and organizational capability. In evaluating the individual performance of our other NEOs, the Compensation Committee reviewed their performance with our CEO, considering leadership impacts and operational results within their areas of responsibility as follows: for Mr. Mallard, the Company’s financial results, operational improvements and accountability, strategic initiatives, including risk management and systems improvements, and talent development within the Company’s finance organization; for Ms. Bracken, financial results in the areas of budget management, tariff volatility counselling and insurance recoveries, operational goals, strategic global litigation and regulatory counselling, other strategic initiative support, and talent development and continuity within her organization; and for Mr. Pitstick, operations initiatives, including restructuring activities within his region, geographic growth for key customers and end markets in his region, strategic initiatives, including the Company’s mobility and data center businesses, and building organizational capacity within his region. In accordance with the Separation Agreement described under “Other Aspects of the Company’s Compensation Programs - Change in Control and Severance Benefits” below, Ms. Montgomery’s Individual Performance Factor was set at 100%.

  33. Elements of Compensation

    After reviewing these evaluations as well as the Compensation Committee’s interactions with the NEOs and considering the size and complexity of the Company’s business as well as external variables such as macro-economic conditions, the Compensation Committee determined each NEO had sufficiently met their 2025 goals and approved an Individual Performance Factor of 100% for each NEO. Payout. Under the Annual Plan, the Compensation Committee established an individual target award opportunity for each NEO, which was informed by the annual review and evaluation of competitive executive compensation market data described above. Target award opportunities are expressed as a percentage of an NEO’s base salary in effect on December 31, 2025 or, in the case of Ms. Montgomery, the Separation Date. None of our NEOs received a target annual incentive opportunity increase for 2025. The following table illustrates the calculation of the annual cash incentive awards payable to each of the NEOs under the Annual Plan based on 2025 financial performance, approved funding factors, and individual performance, each as described above.

  34. Elements of Compensation

    (*) Ms. Montgomery’s target annual plan opportunity represents a pro-rata amount based on the number of days she was employed by the Company prior to the Separation Date. Long-Term Incentive Opportunity. The Company believes that its NEOs’ long-term compensation should be directly linked to the value it delivers to shareholders. Equity awards granted to NEOs are designed to provide long-term incentive opportunities over a period of several years. We grant equity awards under the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan (the “2018 Omnibus Incentive Plan”), a long-term incentive program that allows for a mix of awards, including performance shares or units, restricted shares or units and stock options. The 2018 Omnibus Incentive Plan is consistent with the Company’s compensation objective of providing a long-term equity incentive opportunity that aligns compensation with the creation of shareholder value and achievement of business goals. In February 2025, the Board approved long-term incentive awards (the “2025 LTI”) under the 2018 Omnibus Incentive Plan to incentivize long-term business performance as well as to promote retention. Consistent with the prior year, the target number of ordinary shares underlying the 2025 LTI awards granted to NEOs is comprised of 50% PRSUs and 50% RSUs based on the closing price as of the grant date. LTI target opportunities for the NEOs in 2025 were determined by the Compensation Committee primarily to align with market compensation practices and to reward individual performance following a review of competitive market data provided by the Consultant. The Compensation Committee considers a variety of relevant factors, including competitive market data from peer companies and survey data provided by Aon, the macroeconomic environment for our industry, the Company’s annual equity utilization and overall dilutive profile, Company and individual performance, retention considerations, and other aspects that are important factors for determining competitive LTI opportunities for the NEOs.

  35. Elements of Compensation

    | Name | 2025 RSUs Granted (#) | 2025 Target PRSUs (#) | 2025 Target Grant Value* ($) | | I. Jurek | 147,678 | 147,678 | 6,391,528 | | L. Mallard | 36,641 | 36,641 | 1,585,845 | | C. Bracken | 21,591 | 21,591 | 934,461 | | G. Montgomery | 18,119 | 18,119 | 784,198 | | T. Pitstick | 24,106 | 24,106 | 1,043,336 |

  36. Elements of Compensation

    The RSUs will vest in substantially equal annual installments on the first three anniversaries of the grant date, subject to the executive’s continued employment through the vesting date. Consistent with the prior year, the PRSUs provide that 75% of the award will vest at the end of the three-year performance period if the Company achieves a certain level of average annual Adjusted Return on Invested Capital (“Adjusted ROIC”) and the remaining 25% will vest at the end of the three-year performance period if the Company achieves certain Relative Total Shareholder Return (“Relative TSR”) goals. The Compensation Committee maintained Adjusted ROIC as a metric to drive focus on making sound investments and efficient use of working capital. The Compensation Committee also maintained Relative TSR as a metric to align a significant portion of pay delivery directly with shareholder value creation relative to companies in similar industries represented by the S&P 400 Capital Goods Industry Index (the “Relative TSR Peer Group”). It also aligns the interests and experience of executive officers with those of the Company and its shareholders and filters out macroeconomic and other factors that are not within management’s control.

  37. Elements of Compensation

    | Performance Measure (Weighting) | Description | | Adjusted ROIC (75%) | 75% of PRSU value is calculated as the three-year average of the annual: (Adjusted EBITDA - depreciation and amortization) x (1 - 25% tax rate) divided by the five quarter average of (total assets - non-restricted cash - accounts payable - goodwill and other intangible assets that arose from the acquisition of Gates by Blackstone in 2014). The financial measures used to determine Adjusted ROIC are calculated in accordance with U.S. GAAP as presented in the Company’s financial statements, except (i) Adjusted EBITDA is defined in the same manner as described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Measures” of the 2025 Annual Report, (ii) actual results and/or performance targets may be adjusted to exclude the impact of acquisitions and divestitures completed during the performance period, (iii) the depreciation and amortization deduction excludes the amortization of intangible assets arising from the acquisition of Gates by Blackstone in 2014 and (iv) total assets excludes both income tax and deferred tax assets. | | Relative TSR (25%) | 25% of PRSU value is based on the Company’s three-year Relative TSR ranking against companies in the Relative TSR Peer Group. Total shareholder return (“TSR”) is measured by stock price change and dividends over the performance period as a percentage of the beginning stock price. The beginning and ending stock prices are based on the prior 20-day trading averages. In the event absolute TSR performance is negative, payout of Relative TSR is capped at the target level. |

  38. Elements of Compensation

    The total number of PRSUs that vest at the end of the three-year performance period will range from a payout of 0% to a maximum of 200% as determined by measuring actual performance over the performance period for Adjusted ROIC and Relative TSR against the performance goals based on a pre-established scale. Payout for achievement between the performance levels will be determined based on a straight-line interpolation of the applicable payout range rounded to the nearest whole percentile for Relative TSR and rounded to the nearest tenth of a percentage for Adjusted ROIC. Goals for the Adjusted ROIC performance measure will be disclosed at the end of the three-year performance period. Payout of the Relative TSR measure is capped at the target level if absolute TSR performance is negative, and determined based on the following threshold, target and maximum performance levels over the three-year performance period:

  39. Elements of Compensation

    | Relative TSR Percentile Rank | Potential Payout Percentage | | 75th Percentile or above (Maximum) | 200% | | 50th Percentile (Target)* | 100% | | 25th Percentile (Threshold) | 50% | | Below 25th Percentile | 0% |

  40. Elements of Compensation

    | Metric | Weight | Payout | | Adjusted ROIC | 75% | 154% | | Relative TSR | 25% | 180% | | Total Payout | | 161% |

  41. Elements of Compensation

    (*) Performance between goals was interpolated on a straight-line basis, rounded to the nearest whole percentage. Relative TSR. The PRSU payout level of Relative TSR was based on the Company’s’ three-year TSR ranking versus the Relative TSR Peer Group with a cap at the target level if absolute TSR performance is negative. The threshold, target and maximum performance levels as well as the Company’s achievement were as follows:

  42. Other Aspects of the Company’s Compensation Programs

    The Company offers a defined contribution retirement benefit to all eligible U.S. participants through the Gates MatchMaker 401(k) Plan. The Gates MatchMaker 401(k) Plan provides employees with individual retirement accounts funded by (1) an automatic Gates-paid contribution of 3% of employee eligible earnings, and (2) a Gates-paid match on employee contributions dollar-for-dollar on the first 3% of eligible earnings that the employee contributes, which is subject to three-year cliff vesting. The Code sets maximum limitations on employee contributions for participants as well as limitations on the earnings upon which employee/employer contributions may be made. The Company currently offers participation in the Supplemental Retirement Plan to specified U.S. executives, including the continuing NEOs. This plan is a nonqualified deferred compensation plan that provides participants with the following two benefit opportunities: •Non elective employer contribution. A 6% employer contribution on eligible earnings that exceed Section 401(a)(17) of the Code’s dollar limits. •Compensation Deferral Opportunity. Employee participants may elect to defer up to 80% of base salary and 80% of bonus compensation. There is no employer paid matching contribution on these elective deferrals. These deferrals are in addition to amounts participants may defer in the Gates MatchMaker 401(k) Plan. Health and Welfare Benefits. The Company also provides other benefits such as medical, dental and short-term disability coverage to each NEO, which are identical to the benefits provided to all other eligible U.S.-based employees. Executive officers, including the NEOs, also receive enhanced benefits that are not available to other employees, such as additional relocation assistance and life, accidental death and dismemberment (“AD&D”) and long-term disability insurance benefits. The Company also provides unlimited flexible time off and paid holidays to U.S. based employees holding director level or above positions, including the NEOs. Other Benefits. The Company provides other benefits to NEOs that it believes are necessary to compete for executive talent. The additional benefits for the NEOs generally consist of a parking subsidy, tax preparation services and an executive annual physical examination. No tax gross-ups are provided by the Company, except U.S.-based employees holding director-level or above positions, including the NEOs, are provided tax gross-ups for certain relocation benefits that may be provided in connection with commencement of employment with the Company. In certain circumstances, the Company provides NEOs with limited personal use of an airplane leased by the Company pursuant to a fractional lease program. The value of any personal use (including for any family members who accompany the NEO) is imputed as income to the NEO, who is fully responsible for any associated income and other tax liability. The specific amounts attributable to the other benefits provided to the NEOs in 2025 are set forth in the “All Other Compensation” column of the 2025 Summary Compensation Table of this Proxy Statement. Change in Control and Severance Benefits. The Compensation Committee and the Board believe that executives are better able to perform their duties with respect to any potential proposed corporate transaction without concern for the impact of the transaction on their individual employment with carefully structured change in control and severance benefits. In addition, the Compensation Committee and the Board believe that the interests of the Company’s shareholders are better protected and enhanced by providing greater certainty regarding executive pay obligations in the context of planning and negotiating any potential corporate transactions. Accordingly, the Company maintains an Executive Severance Plan and the Executive Change in Control Plan for certain executives. Executives are not entitled to payments under the Executive Severance Plan if they are entitled to receive payment under the Executive Change in Control Plan discussed below.

  43. Other Aspects of the Company’s Compensation Programs

    On October 28, 2025, Ms. Montgomery entered into a Separation Agreement with the Company (the “Separation Agreement”), pursuant to which her employment with the Company was terminated effective on the Separation Date. Ms. Montgomery’s departure constituted a termination without “cause” for purposes of the Company’s Executive Severance Plan, in which she participated. For information regarding these plans, including the participants and the amounts received by Ms. Montgomery, please see “Potential Payments upon Termination or Change in Control.” All stock options and RSU award agreements contain double trigger vesting provisions that require the occurrence of both a change in control and a qualified termination. The terms of the Company’s Supplemental Retirement Plan also provide for early distribution upon a change in control. Clawback Policy. The Company has adopted an Incentive Compensation Clawback Policy consistent with the requirements of Exchange Act Rule 10D-1 and NYSE listing standards. Under this policy, which applies to the Company’s current and former Section 16 officers, the Company must recover erroneously awarded incentive-based compensation, subject to limited exceptions, in the event the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws. This policy requires recovery of erroneously awarded incentive compensation regardless of whether a Section 16 officer engaged in any misconduct or is otherwise at fault. This policy applies to incentive-based compensation awarded to a current or former Section 16 officer during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement. In addition, the Company’s 2018 Omnibus Incentive Plan provides that if a covered person engages in any detrimental activity (as defined in the 2018 Omnibus Incentive Plan) as determined by the Compensation Committee, the Compensation Committee may, in its sole discretion, provide for one or more of the following: (i) cancellation of any or all of such covered person’s outstanding awards (including time-based awards); or (ii) forfeiture by the covered person of any gain realized on the vesting or exercise of awards, and prompt repayment of any such gain to the Company. Executive Stock Ownership Guidelines. To better align the financial interests of the Company’s NEOs and shareholders, the Company has executive stock ownership guidelines. The Company, along with the Compensation Committee, reviews the executive ownership annually as of the annual measurement date, April 1 of each year. Any officer who does not meet the applicable threshold is required to retain 50% of stock acquired through the exercise or vesting of equity awards made by the Company. Once the applicable threshold is met, the officer must continue to meet the threshold on each annual measurement date. In calculating the ownership, the Company includes direct and certain indirect ownership and shares underlying unvested RSUs, and does not include shares underlying vested or unvested stock options or unvested PRSUs. Currently, each NEO is expected to own the Company’s ordinary shares in the following amounts:

  44. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth the compensation for our NEOs for the fiscal years presented.

  45. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation($)(4) | Total ($) | | Ivo Jurek | 2025 | 1,221,307 | | 6,673,200 | | 1,751,525 | | 265,326 | 9,911,358 | | Chief Executive Officer | 2024 | 1,179,318 | | 5,986,906 | | 2,506,377 | | 290,038 | 9,962,639 | | | 2023 | 1,134,129 | | 5,705,428 | | 2,603,530 | | 267,927 | 9,711,014 | | L. Brooks Mallard | 2025 | 698,495 | | 1,655,715 | | 669,579 | | 119,795 | 3,143,584 | | Chief Financial Officer | 2024 | 662,269 | | 1,550,974 | | 989,433 | | 112,712 | 3,315,388 | | | 2023 | 616,298 | | 1,420,560 | | 944,732 | | 86,020 | 3,067,610 | | Cristin C. Bracken | 2025 | 514,486 | | 975,643 | | 369,891 | | 75,409 | 1,935,429 | | Chief Legal Officer | 2024 | 490,168 | | 934,676 | | 496,896 | | 75,000 | 1,996,740 | | | 2023 | 464,709 | | 876,000 | | 536,803 | | 50,267 | 1,927,779 | | Gwen Montgomery | 2025 | 464,380 | | 2,337,046 | | 320,511 | | 882,254 | 4,004,191 | | Former Chief Human Resources Officer | 2024 | 465,768 | | 795,743 | | 475,918 | | 70,623 | 1,808,052 | | Thomas G. Pitstick | 2025 | 572,485 | | 1,089,290 | | 217,835 | | 88,507 | 1,968,117 | | President Americas | 2024 | 537,945 | | 995,647 | | 647,859 | | 85,766 | 2,267,217 | | | 2023 | 513,267 | | 969,000 | | 660,390 | | 66,567 | 2,209,224 |

  46. 2025 Summary Compensation Table

    1.The amounts reported in the “Salary” column consist of base salary earned in 2025. 2.The amounts reported in the “Stock Awards” column represent stock awards for the fiscal years presented. For 2025 this represents the grant date fair value of the annual RSUs and PRSUs granted as part of our 2025 long-term incentive program described in the CD&A under the heading “Elements of Compensation - Long-Term Incentive Opportunity,” granted under the 2018 Omnibus Incentive Plan calculated in accordance with Topic 718. For information regarding the assumptions used in determining the fair value of these awards, please refer to Note 18, Share-based compensation, of the audited consolidated financial statements included in the 2025 Annual Report. Where the number of shares ultimately issued depends on a performance or market condition, the target number of awards is used for the purpose of the above table. With respect to the annual PRSUs granted as part of our 2025 long-term incentive program, 75% vest subject to attainment of certain levels of Adjusted ROIC and 25% vest subject to attainment of a certain Relative TSR, in each case, at the end of the three-year performance period. The grant date fair value of the shares that vest based on Adjusted ROIC performance was computed in accordance with Topic 718 based upon the probable outcome of the performance conditions as of the grant date. As the shares that vest according to Relative TSR are subject to market conditions as defined under Topic 718 and are not subject to performance conditions as defined under Topic 718, they have no maximum grant date fair values that differ from the grant date fair values included in the table. Assuming the highest level of performance is achieved with respect to the Adjusted ROIC portion of the awards, the grant date fair value of the 2025 stock awards would be: Mr. Jurek — $9,070,024; Mr. Mallard — $2,250,404; Ms. Bracken —$1,326,060; Ms. Montgomery — $2,631,112; and Mr. Pitstick — $1,480,541. In addition, included in this amount for Ms. Montgomery is $1,518,293, representing the incremental fair value under Topic 718 associated with the modification of her RSUs and PRSUs to accelerate vesting for her RSUs and PRSUs that would have vested prior to March 31, 2026, with the number of PRSUs vesting based on actual achievement of the performance metrics applicable to the Company’s 2023-2025 PRSUs through the Separation Date. 3.The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent amounts earned by NEOs under the Annual Plan. The terms of the Annual Plan are described more fully above in the “Elements of Compensation — Short-Term Incentive Opportunity.” 4.The amounts reported in the “All Other Compensation” column for 2025 reflect the sum of: (i) the amounts contributed by Gates to the Gates MatchMaker 401(k) Plan and the Supplemental Retirement Plan, which are calculated on the same basis for all participants, including the NEOs, (ii) the cost of all other executive benefits that are required to be reported by SEC rules, and (iii) in the case of Ms. Montgomery, the value of severance benefits paid or to be paid to Ms. Montgomery in connection with her termination. The material provisions of the Gates MatchMaker 401(k) Plan and the Supplemental Retirement Plan are described in the “2025 Nonqualified Deferred Compensation” section of this Proxy Statement. Please see the following table for further information on the aggregate incremental cost of these benefits.

  47. 2025 Summary Compensation Table

    | Gates Industrial Corporation | 30 | 2026 Proxy Statement |

  48. 2025 Summary Compensation Table

    | Executive Compensation | Table of Contents |

  49. 2025 Summary Compensation Table

    | Name | Company Contributions to Gates MatchMaker 401(k)(a) ($) | Company Contributions to Gates Executive Supplemental Retirement Plan(b) ($) | Other Benefits(c) ($) | Total ($) | | I. Jurek | 21,000 | 202,661 | 41,665 | 265,326 | | L. Mallard | 21,000 | 80,276 | 18,519 | 119,795 | | C. Bracken | 21,000 | 39,683 | 14,726 | 75,409 | | G. Montgomery | 20,850 | — | 861,404 | 882,254 | | T. Pitstick | 21,000 | 52,221 | 15,286 | 88,507 |

  50. 2025 Summary Compensation Table

    a.Company Contributions to Gates MatchMaker 401(k) Plan. Gates makes matching contributions of 100% on up to 3% of eligible earnings deferred by all eligible participants, including NEOs, in accordance with the Gates MatchMaker 401(k) Plan. Gates also makes a non-elective contribution to all eligible participants, including NEOs, in an amount equal to 3% of eligible earnings, subject to Code limitations. b.Company Contributions to Gates Supplemental Retirement Plan. Gates makes a retirement contribution of 6% of eligible compensation on behalf of all eligible participants, including the NEOs, under the Supplemental Retirement Plan for eligible compensation that exceeds Section 401(a)(17) of the Code. c.Other Benefits. Gates provided certain other benefits to NEOs. The aggregate amount reported in the Other Benefits column consists of the following: For Mr. Jurek, (i) parking subsidy, (ii) tax preparation services, (iii) enhanced life insurance premium, (iv) enhanced AD&D and long-term disability insurance premium, and (v) executive physical. For Mr. Mallard, (i) parking subsidy, (ii) enhanced life insurance premium, and (iii) enhanced AD&D and long-term disability insurance premium. For Ms. Bracken, (i) parking subsidy, (ii) tax preparation services, (iii) enhanced life insurance premium, and (iv) enhanced AD&D and long-term disability insurance premium. For Ms. Montgomery, (i) parking subsidy, (ii) enhanced life insurance premium, (iii) enhanced AD&D and long-term disability insurance premium, and (iv) the following severance-related benefits: $850,000 lump sum payment (including COBRA and outplacement benefits), with the payments under the Separation Agreement subject to continued compliance with the restrictive covenants set forth in the Separation Agreement. For Mr. Pitstick, (i) parking subsidy, (ii) executive physical, (iii) enhanced life insurance premiums, and (iv) enhanced AD&D and long-term disability insurance premium.

  51. 2025 Summary Compensation Table

    | Gates Industrial Corporation | 31 | 2026 Proxy Statement |

  52. 2025 Summary Compensation Table

    | Executive Compensation | Table of Contents |

  53. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table summarizes all grants of plan-based awards to the NEOs in 2025:

  54. 2025 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts under non-equity incentive plan awards | | | Estimated Future Payouts under Equity incentive plan awards | | | All other stock awards: number of shares of stock units (#) | All other option awards: number of securities underlying options (#) | Exercise or base price of option awards ($/sh) | Grant date fair value of stock and option awards ($) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | | | I Jurek | Annual Plan(1) | — | 184,371 | 1,843,710 | 3,687,420 | | | | | | | | | | PRSU(2) | 2/28/2025 | | | | 18,460 | 147,678 | 295,356 | | | | 3,477,448 | | | RSU(3) | 2/28/2025 | | | | | | | 147,678 | | | 3,195,752 | | L. Mallard | Annual Plan(1) | — | 70,482 | 704,820 | 1,409,640 | | | | | | | | | | PRSU(2) | 2/28/2025 | | | | 4,580 | 36,641 | 73,282 | | | | 862,804 | | | RSU(3) | 2/28/2025 | | | | | | | 36,641 | | | 792,911 | | C. Bracken | Annual Plan(1) | — | 38,936 | 389,359 | 778,718 | | | | | | | | | | PRSU(2) | 2/28/2025 | | | | 2,699 | 21,591 | 43,182 | | | | 508,414 | | | RSU(3) | 2/28/2025 | | | | | | | 21,591 | | | 467,229 | | G. Montgomery | Annual Plan(1) | — | 36,759 | 367,593 | 735,186 | | | | | | | | | | PRSU(2) | 2/28/2025 | | | | 2,265 | 18,119 | 36,238 | | | | 426,657 | | | RSU(3) | 2/28/2025 | | | | | | | 18,119 | | | 392,095 | | | PRSU(4) | 10/28/2025 | | | | 2,804 | 36,793 | 44,870 | | | | 949,995 | | | RSU(4) | 10/28/2025 | | | | | | | 22,010 | | | 568,298 | | T. Pitstick | Annual Plan(1) | — | 49,269 | 492,686 | 985,373 | | | | | | | | | | PRSU(2) | 2/28/2025 | | | | 3,013 | 24,106 | 48,212 | | | | 567,636 | | | RSU(3) | 2/28/2025 | | | | | | | 24,106 | | | 521,654 |

  55. 2025 Grants of Plan-Based Awards

    1.Represents the cash-based award opportunity range under the Annual Plan, the terms of which are summarized under “Elements of Compensation — Short-Term Incentive Opportunity” above. For purposes of this table and threshold level disclosure, the Company assumed that the lowest weighted of the three performance measures achieved the threshold level of attainment (in other words, 10% of the target award was earned) and the Individual Performance Factor was set at 100%. The calculation uses each NEO’s base salary as of December 31, 2025 (or, in the case of Ms. Montgomery, as of her Separation Date). Please refer to the “2025 Summary Compensation Table” for the actual cash-based award earned under the Annual Plan by each NEO for 2025. 2.Represents the threshold, target and maximum payout shares of the PRSUs granted under the 2018 Omnibus Incentive Plan as part of the 2025 LTI program. Threshold payout of shares is calculated assuming threshold levels of attainment of 50% funding for the Relative TSR measure, in other words, 12.5% of the total target PRSU award was earned. The number of shares ultimately issued, which could be greater or less than target, will be based on achieving specific performance conditions. Please refer to “Elements of Compensation — Long-Term Incentive Opportunity” above. The grant date fair values of the PRSUs were calculated in accordance with Topic 718 based on targets, the probable outcomes of the performance conditions. The PRSUs provide that 75% of the award will vest at the end of the three-year performance period if the Company achieves a certain level of average annual Adjusted ROIC and the remaining 25% will vest at the end of the three-year performance period if the Company achieves certain Relative TSR goals. 3.Represents RSUs granted under the 2018 Omnibus Incentive Plan as part of the 2025 LTI program. The grant date fair values of the RSU awards were the closing prices on the dates of the grants. The RSUs will vest in substantially equal annual installments on the first three anniversaries of the grant date, subject to the NEO’s continued employment through the vesting date. 4.Represents the number of RSUs and PRSUs that would have vested prior to March 31, 2026 and which were accelerated in connection with Ms. Montgomery’s termination from the Company, with the number of PRSUs vesting based on actual achievement of the performance metrics applicable to the Company’s 2023-2025 PRSUs through the Separation Date.

  56. 2025 Grants of Plan-Based Awards

    | Gates Industrial Corporation | 32 | 2026 Proxy Statement |

  57. 2025 Grants of Plan-Based Awards

    | Executive Compensation | Table of Contents |

  58. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table provides information regarding outstanding equity awards held by each NEO as of December 31, 2025.

  59. Outstanding Equity Awards at December 31, 2025

    | | | Option Awards (1) | | | | Stock Awards | | | | | Name | Grant date and award type | Number of securities underlying un-exercised options exercisable (#) | Number of securities underlying un-exercised options un-exercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($)(3) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(4) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(5) | | I. Jurek | 5/2/2017 Options | 135,496 | | 7.87 | 5/2/2027 | | | | | | | 5/2/2017 Options | 135,496 | | 7.87 | 5/2/2027 | | | | | | | 5/2/2017 Options | 135,496 | | 11.80 | 5/2/2027 | | | | | | | 2/22/2019 Options | 252,122 | | 16.46 | 2/22/2029 | | | | | | | 2/22/2019 Options | 796,460 | | 19.00 | 2/22/2029 | | | | | | | 2/21/2020 Options | 241,406 | | 12.60 | 2/21/2030 | | | | | | | 2/26/2021 Options | 148,950 | | 15.00 | 2/26/2031 | | | | | | | 2/26/2021 Options | 39,009 | | 16.50 | 2/26/2031 | | | | | | | 3/1/2023 RSU | | | | | 63,394 | 1,361,069 | | | | | 3/4/2024 PRSU | | | | | | | 383,346 | 8,230,439 | | | 3/4/2024 RSU | | | | | 127,783 | 2,743,501 | | | | | 2/28/2025 PRSU | | | | | | | 295,356 | 6,341,293 | | | 2/28/2025 RSU | | | | | 147,678 | 3,170,647 | | | | L. Mallard | 2/24/2020 Options | 76,294 | | 11.76 | 2/24/2030 | | | | | | | 2/26/2021 Options | 53,052 | | 15.00 | 2/26/2031 | | | | | | | 3/1/2023 RSU | | | | | 15,785 | 338,904 | | | | | 3/4/2024 PRSU | | | | | | | 99,310 | 2,132,186 | | | 3/4/2024 RSU | | | | | 33,104 | 710,743 | | | | | 2/28/2025 PRSU | | | | | | | 73,282 | 1,573,365 | | | 2/28/2025 RSU | | | | | 36,641 | 786,682 | | | | C. Bracken | 9/19/2017 Options | 9,536 | | 13.44 | 9/19/2027 | | | | | | | 9/19/2017 Options | 9,536 | | 13.44 | 9/19/2027 | | | | | | | 9/19/2017 Options | 9,536 | | 20.16 | 9/19/2027 | | | | | | | 2/22/2019 Options | 9,762 | | 16.46 | 2/22/2029 | | | | | | | 2/21/2020 Options | 11,190 | | 12.60 | 2/21/2030 | | | | | | | 2/26/2021 Options | 20,802 | | 15.00 | 2/26/2031 | | | | | | | 3/1/2023 RSU | | | | | 9,734 | 208,989 | | | | | 3/4/2024 PRSU | | | | | | | 59,848 | 1,284,937 | | | 3/4/2024 RSU | | | | | 19,950 | 428,327 | | | | | 2/28/2025 PRSU | | | | | | | 43,182 | 927,118 | | | 2/28/2025 RSU | | | | | 21,591 | 463,559 | | |

  60. Outstanding Equity Awards at December 31, 2025

    | Gates Industrial Corporation | 33 | 2026 Proxy Statement |

  61. Outstanding Equity Awards at December 31, 2025

    | Executive Compensation | Table of Contents |

  62. Outstanding Equity Awards at December 31, 2025

    | | | Option Awards (1) | | | | Stock Awards | | | | | Name | Grant date and award type | Number of securities underlying un-exercised options exercisable (#) | Number of securities underlying un-exercised options un-exercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($)(3) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(4) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(5) | | G. Montgomery | 3/13/2017 Options | 27,099 | | 9.84 | 3/13/2027 | | | | | | | 3/9/2018 Options | 5,000 | | 17.72 | 3/9/2028 | | | | | | | 2/22/2019 Options | 11,135 | | 16.46 | 2/22/2029 | | | | | | | 2/21/2020 Options | 11,459 | | 12.60 | 2/21/2030 | | | | | | | 2/26/2021 Options | 9,286 | | 15.00 | 2/26/2031 | | | | | | T. Pitstick | 5/2/2017 Options | 35,724 | | 7.87 | 5/2/2027 | | | | | | | 5/2/2017 Options | 35,724 | | 7.87 | 5/2/2027 | | | | | | | 5/2/2017 Options | 35,724 | | 11.80 | 5/2/2027 | | | | | | | 2/22/2019 Options | 23,195 | | 16.46 | 2/22/2029 | | | | | | | 2/21/2020 Options | 26,334 | | 12.60 | 2/21/2030 | | | | | | | 2/26/2021 Options | 23,118 | | 15.00 | 2/26/2031 | | | | | | | 3/1/2023 RSU | | | | | 10,767 | 231,167 | | | | | 3/4/2024 PRSU | | | | | | | 63,752 | 1,368,755 | | | 3/4/2024 RSU | | | | | 21,251 | 456,259 | | | | | 2/28/2025 PRSU | | | | | | | 48,212 | 1,035,112 | | | 2/28/2025 RSU | | | | | 24,106 | 517,556 | | |

  63. Outstanding Equity Awards at December 31, 2025

    1.The Company has a number of awards issued under the 2014 Omaha Topco Ltd. Stock Incentive Plan, which was assumed by the Company and renamed the Gates Industrial Corporation plc Stock Incentive Plan (the “2014 Incentive Plan”) in connection with the Company’s initial public offering in January 2018. No new awards have been granted under this plan since 2017. 2.Reflects RSUs that vest in substantially equal annual installments on each of the first, second, and third anniversaries of the grant date. 3.Reflects the aggregate market value of the unvested time-vesting RSUs, based on a price of $21.47 per ordinary share, which was the share price of the Company’s ordinary shares on December 31, 2025, the last trading day of 2025. 4.The PRSUs vest on the date the Compensation Committee certifies the achievement of the performance measures following the three-year performance period, with 75% subject to attainment of certain levels of Adjusted ROIC and 25% subject to attainment of Relative TSR. The amounts shown in this column represent payout shares of the outstanding PRSUs assuming the maximum level of attainment (200%). The number of shares ultimately issued, which could be zero or greater than the number presented above, will be based on achieving specific performance conditions. Please refer to “Elements of Compensation — Long-Term Incentive Opportunity” above. 5.Represents the aggregate market value of the maximum payout shares of the unvested PRSUs, based on a price of $21.47 per ordinary share, which was the share price of the Company’s ordinary shares on December 31, 2025, the last trading day of 2025.

  64. Outstanding Equity Awards at December 31, 2025

    | Gates Industrial Corporation | 34 | 2026 Proxy Statement |

  65. Outstanding Equity Awards at December 31, 2025

    | Executive Compensation | Table of Contents |

  66. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table provides information regarding the NEOs’ option exercises and stock that vested during 2025.

  67. 2025 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Shares or Units Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(4) | | I. Jurek | 2,034,478(5) | 22,745,981 | 673,766(6) | 15,816,975 | | L. Mallard | — | — | 161,254(6) | 3,770,621 | | C. Bracken | — | — | 94,989(6) | 2,214,606 | | G. Montgomery | 27,099(5) | 407,027 | 98,026(6) | 2,238,297 | | T. Pitstick | 254,055(5) | 3,281,653 | 107,561(6) | 2,515,128 |

  68. 2025 Option Exercises and Stock Vested

    1.Represents the total number of stock options exercised during 2025 before withholding of shares to cover the option exercise price and applicable taxes. 2.Represents “in the money” value of stock options at exercise calculated as: the difference between the market price at exercise and the exercise price, multiplied by the total number of options exercised. 3.Represents the total number of RSUs and PRSUs that vested during 2025 before share withholding for taxes and par value. 4.Represents the total value of RSUs and PRSUs realized on the vesting date. The individual totals may include multiple vesting transactions during the year. RSUs and PRSUs are calculated based on the value of the closing stock price on the day prior to vesting multiplied by the total number of units that vested. 5.Relates to stock options originally granted in 2015, 2016, and 2017 for Mr. Jurek, Mr. Pitstick, and Ms. Montgomery, respectively, that would have expired on the ten year anniversary of their respective grant dates if not exercised. In connection with the stock option exercises, shares were withheld to cover the exercise price and the applicable taxes due upon exercise with Mr. Jurek, Mr. Pitstick and Ms. Montgomery receiving a total of 657,348, 89,159 and 10,300 net shares, respectively. 6.Upon the vesting of RSUs, after withholding shares to cover applicable taxes and par value, net shares of 207,204, 47,934, 28,232, 34,804, and 33,387 were issued to Mr. Jurek, Mr Mallard, Ms. Bracken, Ms. Montgomery, and Mr. Pitstick, respectively. Upon the vesting of PRSUs, after withholding shares to cover applicable taxes and par value, net shares of 171,625, 42,687, 28,993, 20,308, and 29,004 were issued to Mr. Jurek, Mr. Mallard, Ms. Bracken, Ms. Montgomery, and Mr. Pitstick, respectively.

  69. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation The Company offers to its executives, including all of the NEOs, the opportunity to participate in the Supplemental Retirement Plan. The table below provides information as of December 31, 2025, for those NEOs who were eligible to participate in this plan.

  70. 2025 Nonqualified Deferred Compensation

    | 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) | | I. Jurek | — | 202,661 | 302,035 | — | 2,707,617 | | L. Mallard | — | 80,276 | 28,061 | — | 365,460 | | C. Bracken | 62,881 | 39,683 | 45,304 | — | 425,515 | | G. Montgomery | — | — | 19,146 | — | 151,626 | | T. Pitstick | — | 52,221 | 46,690 | — | 407,456 |

  71. 2025 Nonqualified Deferred Compensation

    1.This column reflects 2025 base salary and Annual Plan compensation earned by the NEOs with respect to 2025 that have been deferred on a voluntary basis. The amounts reported in this column are included in the 2025 Summary Compensation Table as either “Salary” or “Non-Equity Incentive Plan Compensation” as appropriate. 2.This column contains contributions by us with respect to 2025 under the Supplemental Retirement Plan, which provides for benefits in excess of amounts permitted to be contributed under the Gates MatchMaker 401(k) Plan as a result of Section 401(a)(17) of the Code. As a result, participants are eligible to receive a Retirement Contribution paid by the Company in an amount equal to 6% of eligible compensation that exceeds Section 401(a)(17) of the Code, which is earned in 2025 and paid in the first quarter of 2025. These amounts are included in the “All Other Compensation” column of the 2025 Summary Compensation Table. 3.Because amounts included in this column do not include above-market or preferential earnings, none of these amounts are included under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the 2025 Summary Compensation Table.

  72. 2025 Nonqualified Deferred Compensation

    | Gates Industrial Corporation | 35 | 2026 Proxy Statement |

  73. 2025 Nonqualified Deferred Compensation

    | Executive Compensation | Table of Contents |

  74. 2025 Nonqualified Deferred Compensation

    4.Balances at the end of 2025 consist of (1) executive contributions, which reflect salary and Annual Plan compensation deferrals made by the NEOs over time, beginning when they first became eligible to participate in the Supplemental Retirement Plan, plus (2) the Company’s contributions, plus (3) earnings and losses credited on all deferrals, less (4) pre-retirement distributions, if any, taken by the NEO since they began participating in the Supplemental Retirement Plan. Of the amounts reported in this column, $964,173, $232,218, $89,551, $53,284, and $141,929 were reported as compensation for Mr. Jurek, Mr. Mallard, Ms. Bracken, Ms. Montgomery, and Mr. Pitstick, respectively, in the Summary Compensation Tables for prior fiscal years.

  75. Narrative to 2025 Nonqualified Deferred Compensation Table

    Narrative to 2025 Nonqualified Deferred Compensation Table The Company currently offers participation in the Supplemental Retirement Plan to specified U.S. employees including the continuing NEOs. This plan is a nonqualified deferred compensation plan that provides participants with two benefit opportunities: a Retirement Contribution and a Compensation Deferral Opportunity, as described under the heading “Other Aspects of the Company’s Compensation Programs — Retirement Benefits.” These deferrals are in addition to amounts participants may defer in the Gates MatchMaker 401(k) Plan. Each NEO who participates in the deferral feature of the Supplemental Retirement Plan is 100% vested in both elective deferrals and employer contributions at all times. The amounts deferred are credited to accounts selected by the NEO that mirror the investment alternatives available in the Gates MatchMaker 401(k) Plan. Participants are permitted to select the investment alternatives in which they want their accounts to be deemed to be invested and are credited with earnings and/or losses based on the performance of the relevant investments. Participants are able to periodically change the investment elections for their accounts. An NEO’s vested account will commence to be paid at the earliest to occur of the following events: (1) the specified date elected by the participant (provided the date specified is at least two years from the end of the Supplemental Retirement Plan year in which the contribution to the Supplemental Retirement Plan is made); (2) the participant’s Disability (as defined in the Supplemental Retirement Plan); (3) the participant’s termination of employment; (4) the participant’s death; or (5) upon a Change in Control (as defined in the Supplemental Retirement Plan). If the distribution is made on account of a termination of employment (other than death), the vested account will be distributed in accordance with the form of distribution as elected (as a single lump-sum or in annual installments over two, three, four or five years with the first installment made as soon as possible after the first day of the seventh month following the termination of employment). If a distribution is made on account of death, the participant’s vested account will be distributed to his or her beneficiary in a single lump-sum as soon as practicable following the participant’s death, regardless of the form of benefit elected, with the distribution made as soon as possible on the first day of the month following the payment event. If a distribution is made on account of a specified date or Change in Control, the distribution will be made or begin as soon as is reasonably practical, but in no event later than the last day of the calendar year that such event occurred.

  76. Potential Payments upon a Termination or Change in Control

    Potential Payments upon a Termination or Change in Control Summary of Potential Payments. Severance and other benefits that are payable upon a termination of employment or upon a change in control under the Executive Severance Plan and Change in Control Plan are described below. The table following this narrative discussion summarizes the amounts that would have been payable upon termination or a change in control under certain circumstances to NEOs, assuming that their employment terminated on December 31, 2025. Executive Severance Plan. The Company’s Executive Severance Plan provides for severance payments upon certain terminations of employment to its NEOs who are expected to make substantial contributions to its success and thereby provide for stability and continuity of operations. The NEOs participate in the Executive Severance Plan pursuant to individual participation agreements. The Executive Severance Plan provides that, if the Company terminates the employment of a continuing NEO for any reason other than “cause”, death or disability, or if the NEO voluntarily terminates as a result of “constructive termination,” then the NEO will be entitled to receive: •salary continuation payments in an amount equal to (a) two times the sum of base salary and target bonus amount, paid in substantially equal installments over a period of 24 months for Mr. Jurek, (b) one and one-half times the sum of base salary and target bonus amount, paid in substantially equal installments over a period of 18 months, for Mr. Mallard and Ms. Bracken, or (c) one times base salary, paid in substantially equal installments over a period of 12 months, for Mr. Pitstick; •the NEO’s annual bonus under the Annual Plan as earned (without the adjustment for an individual performance factor) for the year in which the separation occurs (pro-rated for days of service during the fiscal year) plus any earned and unpaid bonus from the prior fiscal year, payable concurrently with cash bonus payments to other employees under the Annual Plan;

  77. Potential Payments upon a Termination or Change in Control

    | Gates Industrial Corporation | 36 | 2026 Proxy Statement |

  78. Potential Payments upon a Termination or Change in Control

    | Executive Compensation | Table of Contents |

  79. Potential Payments upon a Termination or Change in Control

    •cash payments in an amount equal to the total amount of Gates’ portion of the monthly insurance premiums for participation in the health and dental benefit programs in which the NEO participated immediately prior to separation, payable monthly for each month of the welfare continuation period, which is equal to (a) 24 months for Mr. Jurek, (b) 18 months for Mr. Mallard and Ms. Bracken, and (c) 12 months for Mr. Pitstick; and •reimbursement for reasonable outplacement services that are directly related to the NEO’s termination and incurred only during a six-consecutive month period that ends within or with the 12-month period following the termination of his employment. For these purposes, “cause” and “constructive termination” have the meanings ascribed to such terms in the Executive Severance Plan. The Executive Severance Plan contains a “best-of-net” provision. With a “best-of-net” provision, if any of the participants is subject to an excise tax under Code Section 280G and Code Section 4999, then the amount of severance the participant receives may be reduced so that the excise tax does not apply; however, such reduction will only occur if it results in the receipt of a greater after-tax severance than would otherwise be provided. NEOs are not entitled to payments under the Executive Severance Plan if they are entitled to receive payment under the Executive Change in Control Plan discussed below. In addition, in order to receive payments under the Executive Severance Plan, the NEO must execute and not revoke a release of claims against the Company and continue to comply with confidentiality, non-compete, non-solicitation and non-disparagement covenants during the executive’s employment and for the one-year period following any termination of employment (or such longer period as the NEO is eligible to receive severance payments from us). Executive Change in Control Plan. The Company maintains an Executive Change in Control Plan in which the continuing NEOs participate pursuant to individual participation agreements. The Executive Change in Control Plan serves to encourage these key executives to carry out their duties and provide continuity of management in the event of a “change in control” of Gates. If a change in control occurs and the NEO’s employment is terminated by us or a successor for reasons other than “cause” or is terminated voluntarily by the individual for “constructive termination,” in each case within the period beginning 90 days prior to the consummation of a change in control and ending on the second anniversary of the date of such change in control, then the Executive Change in Control Plan generally provides that the individual would be entitled to receive: •a lump-sum payment in the amount of three times the sum of base salary and target bonus amount (for Mr. Jurek) and two times the sum of base salary and target bonus amount (for the other NEOs); •a lump-sum payment equal to the NEO’s target annual bonus amount in effect prior to the change in control (pro-rated for days of service during the fiscal year), plus any earned and unpaid bonus from the prior fiscal year; •cash payments in an amount equal to the total amount of the monthly insurance premiums for participation in the health and dental benefit programs as well as the monthly premiums for the life and long-term disability insurance benefit programs in which the NEO participated in immediately prior to separation, payable monthly for each month of the welfare continuation period, which is equal to 36 months for Mr. Jurek and 24 months for each other NEO; and •reimbursement for reasonable outplacement services that are directly related to the NEO’s termination and incurred only during a six-consecutive month period that ends within or with the 12-month period following the termination of his or her employment. For these purposes, “change in control”, “cause” and “constructive termination” have the meanings ascribed to such terms in the Executive Change in Control Plan. The Executive Change in Control Plan contains a “best-of-net” provision. With a “best-of-net” provision, if any of the participants is subject to an excise tax under Code Section 280G and Code Section 4999, then the amount of severance the participant receives may be reduced so that the excise tax does not apply; however, such reduction will only occur if it results in the receipt of a greater after-tax severance than would otherwise be provided. To the extent a payment or benefit that is paid or provided under the Executive Change in Control Plan would also be paid or provided under the terms of another plan, program, agreement, arrangement or legal requirement, the participating NEO would be entitled to payment under the Executive Change in Control Plan or such other applicable plan, program, agreement, arrangement or legal requirement, whichever provides for greater benefits, but would not be entitled to benefits under both the Executive Change in Control Plan and such other plan, program, agreement, arrangement or legal requirement.

  80. Potential Payments upon a Termination or Change in Control

    | Gates Industrial Corporation | 37 | 2026 Proxy Statement |

  81. Potential Payments upon a Termination or Change in Control

    | Executive Compensation | Table of Contents |

  82. Potential Payments upon a Termination or Change in Control

    In addition, in order to receive payment and benefits under the Executive Change in Control Plan, the participating NEO must execute and not revoke a release of claims against the Company and continue to comply with confidentiality, non-compete, non-solicitation, and non-disparagement covenants during the executive’s employment and for the one-year period following any termination of employment (or such longer period as the participating NEO is eligible to receive severance payments from us). Neither plan contains a single trigger or a modified single trigger for benefits. In addition, the Executive Change in Control Plan does not provide for benefits upon death or disability following a change in control. Annual Plan. All of the continuing NEOs participate in the Annual Plan, which provides that a participant has to be an employee at the time of a payout in order to receive a payout under the Annual Plan, except (i) in the case of death, Disability (as defined in the Annual Plan) or Retirement (as defined in the Annual Plan), (ii) if such payment is required by local law or individual employment agreement or (iii) at the discretion of the Gates Global Bonus Policy Review Committee, under the terms of a Company-approved severance arrangement (referred to as “Termination with Severance”). In the case of death, Disability or Retirement, any bonus payout, if applicable, would have been calculated based on the target achievement of annual financial performance targets (without the adjustment for an individual performance factor), and prorated to reflect the number of days the participant worked for the Company in the year of such termination. In the case of Termination with Severance, the bonus payout would have been calculated in accordance with the Executive Severance and Change in Control Plans, as applicable. Retirement Benefits. The Supplemental Retirement Plan that is made available to all continuing NEOs has payment provisions relating to the termination of employment with the Company and a Change in Control (as defined in the Supplemental Retirement Plan), which are described more fully above under “2025 Nonqualified Deferred Compensation.” Long-Term Incentive Awards. With respect to RSUs and PRSUs granted pursuant to the 2018 Omnibus Incentive Plan, in the event of a termination for any reason other than death or disability prior to the vesting of the RSUs and PRSUs, all unvested RSUs and PRSUs shall be forfeited. In the event of termination for death or disability, RSUs will fully vest and PRSUs representing a pro-rata portion of the number of PRSUs that would have vested based on the Company’s actual performance for the entire performance period will be eligible to vest on a pro-rata basis based on days employed during the performance period. RSUs require both a Change in Control and a termination of the executive by the Company without cause, by the executive by reason of Constructive Termination (as defined in the Executive Change in Control Plan) or a termination for death or disability, for accelerated vesting. Additionally, the target number of PRSUs will be earned if a Change in Control occurs within the first six months of the performance period, based on the Company’s Relative TSR performance as measured through the date of the Change in Control and Adjusted ROIC as measured through the most recently completed fiscal quarter relative to the performance criteria determined by the Compensation Committee, with 50% of the earned PRSUs vesting on the date of the Change in Control and the remaining 50% of the earned PRSUs vesting on the first anniversary of the date of the Change in Control; provided that, the remaining 50% will vest immediately upon a termination (i) by the Company without cause or (ii) for death or disability subject to pro-ration based on the days employed during the performance period. Notwithstanding the foregoing, the target number of PRSUs will vest on the date of such Change in Control if the PRSUs are not continued, converted, assumed or replaced by the Company, any of its subsidiaries or a successor entity thereto.

  83. Payments and Benefits Upon Termination or Change in Control

    Payments and Benefits Upon Termination or Change in Control The following table describes the potential payments and benefits that would have been payable to the NEOs serving as of December 31, 2025, assuming an eligible termination (as described above under “Summary of Potential Payments”) of their employment on the last business day of 2025. The amounts shown in the table below do not include: •payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the NEOs; •distributions of previously vested plan balances under the Gates MatchMaker 401(k) Plan and the Supplemental Retirement Plan (see the “2025 Nonqualified Deferred Compensation” section above for information about the Supplemental Retirement Plan); or •Payments related to any AD&D and long-term disability insurance any NEOs holds. Specifically, all NEOs were eligible for enhanced life and AD&D insurance benefits in the following amounts in 2025: 3x base salary up to $1,000,000 (for Mr. Pitstick), 3x base salary up to $2,000,000 (for Mr. Mallard and Ms. Bracken) and 3x base salary up to $3,000,000 (for Mr. Jurek). In addition, all NEOs were eligible for enhanced long-term disability insurance benefits of 66.7% of their salary (up to $20,000/month). An individual disability insurance plan is offered to executives with an income of over $360,000, including the NEOs, to cover annual income in excess of $360,000. The plan provides an additional $10,000 of monthly benefit above the group disability plan.

  84. Payments and Benefits Upon Termination or Change in Control

    | Gates Industrial Corporation | 38 | 2026 Proxy Statement |

  85. Payments and Benefits Upon Termination or Change in Control

    | Executive Compensation | Table of Contents |

  86. Payments and Benefits Upon Termination or Change in Control

    As noted in the “Elements of Compensation - Other Aspects of the Company’s Compensation Programs - Change in Control and Severance Benefits” section of the CD&A above, in 2025, Ms. Montgomery became eligible to receive separation benefits pursuant to the Company’s Executive Severance Plan for a termination without “cause,” and entered into the Separation Agreement with the Company on October 28, 2025. Pursuant to the Separation Agreement and in exchange for Ms. Montgomery entering into a release and waiver of claims in favor of the Company and agreeing to non-competition and other restrictive covenants set forth therein, Ms. Montgomery is entitled to receive separation pay in an aggregate amount equal to approximately $1.6 million (including $1,286,576 cash severance, $320,511 pro-rated 2025 bonus, $10,726 health plan continuation benefits, and $8,000 in outplacement services benefits), a portion of which was payable in a lump sum in 2025 with the remainder to be paid in installments beginning in December 2026. In addition, under the Separation Agreement (i) the vesting of Ms. Montgomery’s then-outstanding RSUs that would have vested prior to March 31, 2026 were accelerated (estimated value of $568,298 , based on the Company’s closing stock price as of October 28, 2025), (ii) the vesting of Ms. Montgomery’s then-outstanding PRSUs that would have vested prior to March 31, 2026 were accelerated, with the number of PRSUs vesting based on actual achievement of the performance metrics applicable to the Company’s 2023-2025 PRSUs through the Separation Date (estimated value of $949,995 based on the Company’s closing stock price as of October 28, 2025), and (iii) the exercise period of Ms. Montgomery’s vested stock options was extended to 180 days following her Separation Date.

  87. Payments and Benefits Upon Termination or Change in Control

    | All amounts shown in $ | I. Jurek | L. Mallard | C. Bracken | T. Pitstick | | Termination – Disability or Death | | | | | | Cash Severance Payments(1) | 1,751,525 | 669,579 | 369,891 | 217,835 | | Equity Awards(2) | 11,075,579 | 2,809,285 | 1,683,706 | 1,833,753 | | Total | 12,827,104 | 3,478,864 | 2,053,597 | 2,051,588 | | Termination – By the Company without Cause | | | | | | Cash Severance Payments(3) | 7,897,225 | 2,784,039 | 1,732,646 | 797,466 | | Health Plan Continuation(4) | 34,605 | 15,524 | 26,911 | 17,303 | | Outplacement(5) | 8,000 | 8,000 | 8,000 | 8,000 | | Equity Awards(2) | — | — | — | — | | Total | 7,939,830 | 2,807,563 | 1,767,557 | 822,769 | | Change in Control – (with Termination) | | | | | | Cash Severance Payments(6) | 10,970,075 | 3,488,859 | 2,186,898 | 1,290,153 | | Health Plan Continuation(4) | 51,908 | 20,699 | 35,882 | 17,303 | | Outplacement(5) | 8,000 | 8,000 | 8,000 | 8,000 | | Equity Awards(2) | 14,561,083 | 3,689,104 | 2,206,901 | 2,406,916 | | Total | 25,591,066 | 7,206,662 | 4,437,681 | 3,722,372 | | Change in Control – (without Termination) | | | | | | Equity Awards(2) | 3,800,362 | 972,956 | 582,832 | 628,770 | | Total | 3,800,362 | 972,956 | 582,832 | 628,770 |

  88. Payments and Benefits Upon Termination or Change in Control

    1.Cash Severance Payments (Death or Disability): Amounts reported reflect the 2025 Annual Plan payment (without the adjustment for an individual performance factor). 2.Equity Awards: If an NEO’s employment is terminated for death or disability, all of the executive’s outstanding RSUs will vest. If an NEO’s employment is terminated by the Company without Cause following a Change in Control, all of the executive’s outstanding unvested RSUs will accelerate. If the executive’s employment is terminated by the executive by reason of Constructive Termination (as defined in the Executive Change in Control Plan) following a Change in Control all outstanding unvested RSUs will accelerate. The amounts reported in “Change in Control — (with Termination)” reflect the value of unvested RSUs based on the closing price of Gates’ ordinary shares on December 31, 2025. In the event of termination for death or disability, the amount reported for PRSUs is calculated at target. The amounts reported in “Change in Control - (with Termination)” and “Change in Control — (without Termination)”, are calculated at target and assume that the PRSUs are not continued, converted, assumed or replaced by the Company or successor entity.

  89. Payments and Benefits Upon Termination or Change in Control

    | Gates Industrial Corporation | 39 | 2026 Proxy Statement |

  90. Payments and Benefits Upon Termination or Change in Control

    | Executive Compensation | Table of Contents |

  91. Payments and Benefits Upon Termination or Change in Control

    3.Cash Severance Payments (Termination without Cause): For Mr. Jurek, the amount reported reflects the sum of (a) the 2025 Annual Plan payment (without the adjustment for an individual performance factor), which would be paid concurrently with cash bonus payments to other employees under the Annual Plan, and (b) two times the sum of Mr. Jurek’s then-current base salary and the 2025 Annual Plan target bonus, which would be paid in substantially equal installments over a period of 24 months for Mr. Jurek. For the remaining NEOs, the amount reported is the sum of (a) the 2025 Annual Plan bonus (without an adjustment for an individual performance factor), which would be paid concurrently with cash bonus payments to other employees under the Annual Plan, and (b) one and one-half times the sum of the then-current base salary and the 2025 Annual Plan target bonus for Mr. Mallard and Ms. Bracken, which would be paid in substantially equal installments over a period of 18 months and one time the then-current base salary for Mr. Pitstick, which would be paid in substantially equal installments over a period of 12 months. 4.Health Plan Continuation: The amounts reported in “Termination — By the Company without Cause” represent cash payments in an amount equal to the estimated total amount of Gates’ portion of the monthly COBRA insurance premiums for participation in the health and dental benefit programs in which the NEO participated immediately prior to termination for a period of (i) 24 months for Mr. Jurek, (ii) 18 months for Mr. Mallard and Ms. Bracken, and (iii) 12 months for Mr. Pitstick. The amounts reported in “Change-in-Control — (with Termination)” represent cash payments in an amount equal to the estimated total amount of the monthly COBRA insurance premiums for participation in the health and dental benefit programs as well as the monthly premiums for the life and long-term disability insurance programs in which the NEO participated immediately prior to termination for a period of (i) 36 months for Mr. Jurek, (ii) 24 months for Mr. Mallard and Ms. Bracken, and (iii) 12 months for Mr. Pitstick. 5.Outplacement: Amounts reported represent costs of outplacement services for a six-month period for each NEO based on rates in effect as of December 31, 2025. 6.Cash Severance Payments (Change in Control with Termination): The amounts reported include potential payments payable under their participation agreements. The amounts reported reflect the sum of the 2025 Annual Plan bonus (without the adjustment for an individual performance factor), which would be paid concurrently with cash bonus payments to other employees under the Annual Plan, and (i) for Mr. Jurek, three times and (ii) for Mr. Mallard, Ms. Bracken, and Mr. Pitstick, two times, the sum of the executive’s then-current base salary and the 2025 Annual Plan target bonus, the total of which would be paid in a lump sum no later than the 60th day following the termination date. The Executive Change in Control Plan provides that if the executive is subject to an excise tax under Code Section 280G and Code Section 4999 then the amount of severance the executive receives may be reduced so that the excise tax does not apply, however, such reduction will only occur if the receipt of a greater after-tax severance than would otherwise be provided. For purposes of the above disclosure, the Company assumed the executive’s severance amounts will not be reduced.

  92. CEO PAY RATIO

    CEO PAY RATIO The following table sets forth the ratio of the CEO’s total compensation to that of the Company’s median employee for 2025.

  93. CEO PAY RATIO

    | CEO total annual compensation | $9,911,358 | | Median employee total annual compensation | $41,085 | | Ratio | 241 to 1 |

  94. CEO PAY RATIO

    The Securities and Exchange Commission (“SEC”) rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee population and compensation practices. As a result, the pay ratio reported above may not be comparable to the pay ratio reported by other companies, as other companies may have utilized different methodologies and have different employment and compensation practices. The Company believes the pay ratio above is a reasonable estimate calculated in a manner consistent with the SEC rules. To determine the median employee, we used annualized base compensation as the consistently applied compensation measure and selected December 2, 2025, as the measurement date. For full-time, salaried workers, annual base compensation was base salary and for hourly, part-time, temporary and seasonal employees, it was the employee’s hourly rate multiplied by the number of hours worked. We annualized salaries and wages for our full and part-time employees who were not employed for the full year. For purposes of this disclosure, we used the December 2025 U.S. dollar equivalent of each local currency. Using this methodology, we determined that our median employee was a salaried employee located in Mexico. After identifying the median employee, we calculated such median employee’s total annual compensation in the same manner as we calculated the CEO’s total annual compensation in the “2025 Summary Compensation Table” section of this Proxy Statement above. We are a global company, with complex operations worldwide and with a majority of our employees located outside of the United States, the country in which our headquarters is located. As of December 2, 2025, our workforce consisted of 13,246 full-time and part-time employees (including hourly employees), of which 2,911 employees were based in the United States and 10,335 employees were based outside the U.S. As permitted by the SEC, we excluded all employees in each of the following countries in determining our median employee: Argentina (10), Croatia (1), Finland (1), Hungary (2), Indonesia (4), Italy (13), Malaysia (9), Netherlands (3), Oman (6), Romania (1), Serbia (1), South Africa (2), Sweden (3), Taiwan (10), Ukraine (1), and Vietnam (3). In aggregate, we excluded a total of 70 employees from sixteen countries, representing less than 1% of the Company’s total workforce. As a result, the Company’s employee population used for determining the median employee was 13,176, consisting of 2,911 employees based in the United States and 10,265 employees based outside the United States.

  95. CEO PAY RATIO

    | Gates Industrial Corporation | 42 | 2026 Proxy Statement |

  96. CEO PAY RATIO

    | Executive Compensation | Table of Contents |

  97. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO NEOs and Company performance for the fiscal years listed below.

  98. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Ivo Jurek¹ ($) | Compensation Actually Paid to Ivo Jurek¹˒²˒3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs2,³, 4 ($) | Average Compensation Actually Paid to Non-PEO NEOs²˒³˒4 ($) | Value of Initial Fixed $100 Investment based on:5 | | Net Income ($ Millions) | Company Selected Measure: Adjusted ROIC6 (%) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | 9,911,358 | 12,598,118 | 2,762,831 | 2,354,639 | 168.26 | 219.76 | 276.3 | 22.9 | | 2024 | 9,962,638 | 22,976,910 | 2,346,850 | 4,513,500 | 161.99 | 183.79 | 219.9 | 24.0 | | 2023 | 9,711,014 | 12,554,973 | 2,212,843 | 2,610,559 | 105.17 | 158.19 | 256.4 | 23.0 | | 2022 | 14,402,390 | 23,468,581 | 2,840,801 | 2,999,906 | 89.42 | 114.87 | 242.5 | 20.0 | | 2021 | 8,772,299 | 11,819,941 | 2,711,194 | 3,205,263 | 124.69 | 127.67 | 331.3 | 22.4 |

  99. PAY VERSUS PERFORMANCE

    1.Ivo Jurek was our PEO for each year presented. 2.The amounts shown for compensation actually paid (“CAP”) above have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total for the PEO and the average of the Summary Compensation Table Totals for the non-PEO NEOs, in each case, with certain adjustments as described in footnote 3 below. 3.CAP reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts shown for exclusion of stock awards below are the totals from the Stock Awards column set forth in the Summary Compensation Table.

  100. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Ivo Jurek ($) | Exclusion of Stock Awards for Ivo Jurek ($) | Inclusion of Equity Values for Ivo Jurek ($) | CAP to Ivo Jurek ($) | | 2025 | 9,911,358 | (6,673,200) | 9,359,960 | 12,598,118 |

  101. PAY VERSUS PERFORMANCE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average CAP to Non-PEO NEOs ($) | | 2025 | 2,762,831 | (1,514,424) | 1,106,232 | 2,354,639 |

  102. PAY VERSUS PERFORMANCE

    | Gates Industrial Corporation | 43 | 2026 Proxy Statement |

  103. PAY VERSUS PERFORMANCE

    | Executive Compensation | Table of Contents |

  104. PAY VERSUS PERFORMANCE

    The amounts in the inclusion of equity values in the tables above are derived from the amounts set forth in the following tables:

  105. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Ivo Jurek ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Ivo Jurek ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Ivo Jurek ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Ivo Jurek ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Ivo Jurek ($) | Total - Inclusion of Equity Values for Ivo Jurek ($) | | 2025 | 7,812,117 | 325,145 | — | 1,222,698 | — | 9,359,960 |

  106. PAY VERSUS PERFORMANCE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 1,088,913 | 37,189 | 33,954 | 207,370 | (261,194) | 1,106,232 |

  107. PAY VERSUS PERFORMANCE

    4.Non-PEO NEOs for each year presented are listed below.

  108. PAY VERSUS PERFORMANCE

    | 2021 | 2022 | 2023 | 2024 | 2025 | | L. Brooks Mallard | L. Brooks Mallard | L. Brooks Mallard | L. Brooks Mallard | L. Brooks Mallard | | Walter Lifsey | Walter Lifsey | Thomas G. Pitstick | Thomas G. Pitstick | Thomas G. Pitstick | | Grant Gawronski | Grant Gawronski | Cristin C. Bracken | Cristin C. Bracken | Cristin C. Bracken | | Thomas G. Pitstick | Thomas G. Pitstick | Gwen Montgomery | Gwen Montgomery | Gwen Montgomery | | | Cristin C. Bracken | | | |

  109. PAY VERSUS PERFORMANCE

    5.The Peer Group TSR set forth in this table utilizes the S&P 400 Capital Goods Industry Index (“Peer Group”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2025 Annual Report. The comparison assumes $100 was invested for the period starting December 31, 2020 (the last trading day of our fiscal year 2020), through the end of the listed year in the Company and in the Peer Group, respectively, including the reinvestment of dividends. Historical stock performance is not necessarily indicative of future stock performance. 6.We determined Adjusted ROIC to be the most important financial performance measure used to link the Company’s performance to CAP for our PEO and Non-PEO NEOs in 2025. More information on Adjusted ROIC, including a description of how it was calculated in 2025, can be found under the “Elements of Compensation - Long-Term Incentive Opportunity” section of the CD&A. We may determine a different financial performance measure to be the most important financial performance measure in future years.

  110. PAY VERSUS PERFORMANCE

    | Gates Industrial Corporation | 44 | 2026 Proxy Statement |

  111. PAY VERSUS PERFORMANCE

    | Executive Compensation | Table of Contents |

  112. PAY VERSUS PERFORMANCE

    The following charts set forth the relationships between: (i) the Company’s cumulative TSR, the Peer Group’s cumulative TSR, CAP for our PEO, and the average CAP for our non-PEO NEOs; (ii) CAP for our PEO, the average CAP for our non-PEO NEOs and Net Income; and (iii) CAP for our PEO, the average CAP for our non-PEO NEOs and Adjusted ROIC, in each case, for our five most recently completed fiscal years.

  113. PAY VERSUS PERFORMANCE

    | Gates Industrial Corporation | 45 | 2026 Proxy Statement |

  114. PAY VERSUS PERFORMANCE

    | Executive Compensation | Table of Contents |

  115. PAY VERSUS PERFORMANCE

    In accordance with the requirements of Item 402(v)(6) of Regulation S-K, the following table presents the financial performance measures that the Company considers to have been the most important in linking CAP to our PEO and other NEOs for 2025 to Company performance. The measures in this table are not ranked.

  116. PAY VERSUS PERFORMANCE

    | Most Important Performance Measures | | Adjusted ROIC | | Adjusted EBITDA | | Relative TSR | | Free Cash Flow | | Revenue |

  117. PAY VERSUS PERFORMANCE

    The Compensation Committee has not historically and does not currently evaluate CAP as calculated pursuant to Item 402(v)(2) of Regulation S-K as part of its executive compensation determinations; accordingly, the Company does not use any financial or non-financial performance measures specifically to link NEO CAP to Company performance. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our Company under the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

  118. PAY VERSUS PERFORMANCE

    | Gates Industrial Corporation | 46 | 2026 Proxy Statement |

  119. Director Compensation

    Director Compensation The Company’s employee director does not receive additional compensation for serving on the Board. As such, Mr. Jurek did not receive director compensation for 2025. Please refer to the 2025 Summary Compensation Table for the compensation paid to Mr. Jurek for his service as Chief Executive Officer of the Company. The Board typically reviews and approves non-employee director compensation annually, based on the recommendation of the Compensation Committee. In making a recommendation, the Compensation Committee considers market data for the Company’s peer group, which is the same peer group used for evaluating executive compensation decisions, as well as a general industry group consisting of comparably sized general industry companies (excluding financial services) with median revenues of approximately the Company’s size. In 2025, all eligible directors received an annual compensation package of $245,000, consisting of $100,000 as an annual cash retainer (payable in quarterly installments in arrears) and $145,000 in value of RSUs (granted annually). These RSUs vest in full on the first anniversary of the grant date. The chairs of the Company’s three standing committees were entitled to receive the additional annual cash retainers (payable in quarterly installments in arrears) listed below.

  120. Director Compensation

    | Role | Additional Annual Cash Retainer ($) | | Chair, Audit Committee | 25,000 | | Chair, Compensation Committee | 15,000 | | Chair, Nominating and Governance Committee | 15,000 |

  121. Director Compensation

    In addition, in 2025, the chair of our Board was entitled to receive an additional $130,000 in value of RSUs, payable annually. The Company reimburses directors for expenses associated with each meeting attended. Under the Supplemental Retirement Plan, directors may also elect to defer 20% to 100% of their annual cash retainer and any committee chair fees, if applicable, as well as 100% of their annual RSU grant and any Board chair fee paid in RSUs.

  122. Director Stock Ownership Guidelines

    | Director Compensation | Table of Contents |

  123. Director Compensation Table

    Director Compensation Table The following table provides summary information concerning the compensation of the Company’s directors who served during 2025. The Company’s executive director, Mr. Jurek, is excluded from the table below because he received no additional compensation for serving on the Board.

  124. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Total ($) | | J. Cantie(1) | 75,000 | 144,984 | — | 219,984 | | F. Eliasson | 125,000 | 145,010 | — | 270,010 | | J. Ireland | 100,000 | 145,010 | — | 245,010 | | S. Mains | 100,000 | 145,010 | — | 245,010 | | W. Neely | 115,000 | 145,010 | — | 260,010 | | N. Simpkins | 115,000 | 275,001 | — | 390,001 | | A. Tillman(1) | 59,341 | 145,010 | — | 204,351 | | M. Zhang | 100,000 | 145,010 | — | 245,010 |

  125. Director Compensation Table

    1.Mr. Cantie was appointed to the Board effective March 30, 2025 and Ms. Tillman resigned from the Board effective as of August 1, 2025; accordingly, their fees were pro-rated for the year. 2.Represents director fees earned during 2025. Directors who serve on the Board for a portion of the fiscal year receive a pro-rated amount of the annual cash retainer. Mr. Eliasson’s director fees include an additional $25,000 for his service as chair of the Audit Committee. Mr. Neely’s director fees include an additional $15,000 for his service as chair of the Nominating and Governance Committee. Mr. Simpkins’ director fees include an additional $15,000 for his service as chair of the Compensation Committee. 3.The amounts shown represent the aggregate grant date fair value of stock awards granted in 2025 calculated in accordance with Topic 718, based on the closing stock price as of the date of grant. As of December 31, 2025, the aggregate number of unvested RSUs held by the Company’s directors was as follows: Mr. Cantie (7,871), Mr. Eliasson (6,701), Mr. Ireland (6,701), Ms. Mains (6,701), Mr. Neely (6,701), Mr. Simpkins (12,708), Ms. Tillman (0), and Dr. Zhang (6,701), all of which vested on February 28, 2026 or, in the case of Mr. Cantie, March 30, 2026. Ms. Mains and Dr. Zhang elected to defer their shares pursuant to the Supplemental Retirement Plan, and, as of December 31, 2025, they have ordinary share balances of 35,582 and 48,246, respectively, that are vested but deferred pursuant to the Supplemental Retirement Plan. For Mr. Simpkins, the amount shown includes his additional award for service as the chair of our Board as further described above.

  126. Director Compensation Table

    | Gates Industrial Corporation | 49 | 2026 Proxy Statement |

  127. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors RESOLVED THAT, the following individuals be and hereby are re-elected, each by way of separate ordinary resolution, to serve as directors until the election and qualification of his or her respective successor or until his or her earlier retirement, removal or resignation pursuant to the Articles of Association:

  128. SINGLE FIGURE TOTAL REMUNERATION TABLE FOR EXECUTIVE DIRECTOR

    | Name | Year | Salary ($)(1) | All Other Benefits ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | Total Fixed ($) | Stock Awards ($)(3) | Option Awards ($) | Annual Bonus ($)(4) | Total Variable ($) | Total ($) | | I. Jurek | 2025 | 1,221,307 | 265,326 | — | 1,486,633 | 15,816,975 | — | 1,751,525 | 17,568,500 | 19,055,133 | | | 2024 | 1,179,318 | 290,038 | — | 1,469,356 | 9,477,356 | — | 2,506,377 | 11,983,733 | 13,453,089 |

  129. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS 2025 Long-Term Incentive. In February 2025, the Board approved annual long-term incentive awards (the “2025 LTI”) under the Company’s 2018 Omnibus Incentive Plan (“2018 Omnibus Incentive Plan”) to incentivize long-term business performance as well as to promote retention. The 2025 LTI for the Executive Director was comprised of 50% RSUs and 50% PRSUs. The RSUs will vest in substantially equal annual installments on the first three anniversaries of the grant date, subject to the Executive Director’s continued employment through the vesting date. Consistent with the prior year, the PRSUs provide that 75% of the award will vest at the end of the three-year performance period if the Company achieves a certain level of average annual Adjusted Return on Invested Capital (“Adjusted ROIC”) and the remaining 25% will vest at the end of the three-year performance period if the Company achieves certain Relative Total Shareholder Return (“Relative TSR”) goals. The Compensation Committee maintained Adjusted ROIC as a metric to drive focus on making sound investments and efficient use of working capital. The Compensation Committee also maintained Relative TSR as a metric to align a significant portion of pay delivery directly with shareholder value creation relative to companies in similar industries represented by the S&P 400 Capital Goods Industry Index (the “Relative TSR Peer Group”). It also aligns the interests and experience of executive officers with those of the Company and its shareholders and filters out macroeconomic and other factors that are not within management’s control.

  130. 2025 GRANTS OF PLAN-BASED AWARDS

    | Performance Measure (Weighting) | Description | | Adjusted ROIC (75%) | 75% of PRSU value is calculated as the three-year average of the annual: (Adjusted EBITDA - depreciation and amortization) x (1 - 25% tax rate) divided by the five quarter average of (total assets - non-restricted cash - accounts payable - goodwill and other intangible assets that arose from the acquisition of Gates by Blackstone in 2014). The financial measures used to determine Adjusted ROIC are calculated in accordance with U.S. GAAP as presented in the Company’s financial statements filed with the U.S. Securities and Exchange Commission, except (i) Adjusted EBITDA is defined in the same manner as described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Measures” of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2025 (“2025 Annual Report”), (ii) actual results and/or performance targets may be adjusted to exclude the impact of acquisitions and divestitures completed during the performance period, (iii) the depreciation and amortization deduction excludes the amortization of intangible assets arising from the acquisition of Gates by certain affiliates of Blackstone Inc. (“Blackstone”) in 2014 and (iv) total assets excludes both income tax and deferred tax assets. | | Relative TSR (25%) | 25% of PRSU value is based on the Company’s three-year Relative TSR ranking against companies in the Relative TSR Peer Group. Total shareholder return (“TSR”) is measured by stock price change and dividends over the performance period as a percentage of the beginning stock price. The beginning and ending stock prices are based on the prior 20-day trading averages. In the event absolute TSR performance is negative, payout of Relative TSR is capped at the target level. |

  131. 2025 GRANTS OF PLAN-BASED AWARDS

    The total number of PRSUs that vest at the end of the three-year performance period will range from a payout of 0% to a maximum of 200% as determined by measuring actual performance over the performance period for Adjusted ROIC and Relative TSR against the performance goals based on a pre-established scale. Payout for achievement between the performance levels will be determined based on a straight-line interpolation of the applicable payout range rounded to the nearest whole percentile for Relative TSR and rounded to the nearest tenth of a percentage for Adjusted ROIC. Goals for the Adjusted ROIC performance measure will be disclosed at the end of the three-year performance period. Payout of the Relative TSR measure is capped at the target level if absolute TSR performance is negative, and determined based on the following threshold, target and maximum performance levels over the three-year performance period:

  132. 2025 GRANTS OF PLAN-BASED AWARDS

    | Relative TSR Percentile Rank | Potential Payout Percentage | | 75th Percentile or above (Maximum) | 200 | | 50th Percentile (Target)* | 100 | | 25th Percentile (Threshold) | 50 | | Below 25th Percentile | 0 |

  133. 2025 GRANTS OF PLAN-BASED AWARDS

    (*) Payout is capped at the target level if absolute TSR performance is negative.

  134. 2025 GRANTS OF PLAN-BASED AWARDS

    | Gates Industrial Corporation | A-6 | Directors’ Remuneration Report |

  135. 2025 GRANTS OF PLAN-BASED AWARDS

    | Appendix A | Table of Contents |

  136. 2025 GRANTS OF PLAN-BASED AWARDS

    Payouts are subject to the Executive Director’s continued employment through the end of the applicable performance period and are paid out after the certification of the performance results by the Compensation Committee. The Compensation Committee chose Adjusted ROIC and Relative TSR performance goals at target that are, in the Compensation Committee’s view, challenging but achievable. 2023-2025 PRSUs. For the PRSUs granted in 2023 for a three-year performance period from 2023-2025 (the “2023-2025 Performance Period”), the weighting and level of achievement of the two metrics of Adjusted ROIC and Relative TSR as well as the aggregate payout were as follows:

  137. 2025 GRANTS OF PLAN-BASED AWARDS

    | Metric | Weight | Payout | | Adjusted ROIC | 75% | 154% | | Relative TSR | 25% | 180% | | Total Payout | | 161% |

  138. 2025 GRANTS OF PLAN-BASED AWARDS

    Adjusted ROIC. The PRSU payout level for Adjusted ROIC was based on the three-year average performance during the 2023-2025 Performance Period. The annual threshold, target, and maximum goals for this metric as well as the achievement and payout for this metric were as follows:

  139. 2025 GRANTS OF PLAN-BASED AWARDS

    | Performance Period | Threshold (50% funding) | Target (100% funding) | Maximum (200% funding) | Annual Achievement | | | 3-Year Average Annual Achievement | Metric Weighting | | | | | | 2023 | 2024 | 2025 | | | | 2023-2025 | 15.0% | 20.0% | 25.0% | 22.2% | 23.0% | 22.9% | 22.7% | | | Adjusted ROIC Payout | | | | | | | 154% | 75% |

  140. 2025 GRANTS OF PLAN-BASED AWARDS

    (*) Performance between goals was interpolated on a straight-line basis, rounded to the nearest whole percentage. Relative TSR. The PRSU payout level of Relative TSR was based on the Company’s’ three-year TSR ranking versus the Relative TSR Peer Group with a cap at the target level if absolute TSR performance is negative. The threshold, target and maximum performance levels as well as the Company’s achievement were as follows:

  141. 2025 GRANTS OF PLAN-BASED AWARDS

    | Performance Period | Threshold (50% funding) | Target (100% funding) | Maximum (200% funding) | Achievement | Metric Weighting | | Twenty-day average stock price prior to January 1, 2023 and January 3, 2026 | 25th percentile (27% TSR) | 50th percentile (62% TSR) | 75th percentile (109% TSR) | 70th percentile (96% TSR) | | | Relative TSR Payout | | | | 180% | 25% |

  142. 2025 GRANTS OF PLAN-BASED AWARDS

    Executive Director Award. Based on the Company’s performance over the 2023-2025 Performance Period as described above, the number of ordinary shares underlying PRSUs granted in 2023 vested as follows for the Executive Director:

  143. 2025 GRANTS OF PLAN-BASED AWARDS

    | Name | Target Award (#) | Total Earned Award (#) | | I. Jurek | 190,181 | 305,240 |

  144. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 Short-Term Incentive. The Company provides a short-term annual incentive opportunity under the Gates Global Bonus Policy (the “Annual Plan”) to reward certain employees, including the Executive Director, for achieving specific performance goals that would advance the Company’s profitability and drive key business results, and to recognize individuals based on their contributions to those results. The maximum total bonus opportunity for the Executive Director was capped at 200% of his target incentive bonus opportunity. Payouts under the Annual Plan were based on a combination of the achievement of the Company’s financial performance goals in 2025 (the “Gates Financial Performance Factor”), which sets the maximum funding of the Annual Plan, and individual performance during the fiscal year (the “Individual Performance Factor”).

  145. 2025 GRANTS OF PLAN-BASED AWARDS

    | Gates Industrial Corporation | A-7 | Directors’ Remuneration Report |

  146. 2025 GRANTS OF PLAN-BASED AWARDS

    | Appendix A | Table of Contents |

  147. 2025 GRANTS OF PLAN-BASED AWARDS

    Gates Financial Performance Factor. The Gates Financial Performance Factor sets the maximum funding level for the Annual Plan. The Compensation Committee, after an evaluation of possible financial performance measures, determined to continue using Adjusted EBITDA, Free Cash Flow and Revenue as the financial performance measures for 2025. The Compensation Committee determined that these financial performance measures would be critical indicators of the Company’s performance for profitability, generating cash, and revenue growth in 2025 and, when combined, are drivers of sustainable growth. The Annual Plan financial performance measures and weightings for 2025 are described below.

  148. 2025 GRANTS OF PLAN-BASED AWARDS

    | Performance Measure (Weighting) | Description* | | Adjusted EBITDA (50%) | Adjusted EBITDA under the Annual Plan is defined in the same manner as described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Measures,” of the 2025 Annual Report. | | Free Cash Flow (30%) | Calculated as Adjusted EBITDA (as defined for purposes of the Annual Plan as described immediately above), less capital expenditures, plus or minus the change in working capital versus prior year. | | Revenue (20%) | Revenue under the Annual Plan is defined as actual revenue as reflected in the Company’s financial statements, excluding the impacts of acquisitions and divestitures made during the fiscal year. |

  149. 2025 GRANTS OF PLAN-BASED AWARDS

    (*) At the time of setting these performance measures, the Compensation Committee determined that the performance measures and payout calculations should exclude the translation impact of foreign exchange gains and losses (“FX Impacts”) if excessive in nature (with the Compensation Committee to consider excluding FX Impact when the impact is beyond +/- $10 million of translation impact to Adjusted EBITDA) to more closely align with the underlying operating performance of the Company. In addition, the Compensation Committee retained discretion to exclude from the targets and/or the calculation of the performance measures impacts of any non-recurring or unusual item, but no such exclusions were made in 2025. For each financial performance measure, an achievement level is determined based on actual performance relative to the applicable target and is translated into a funding percentage relative to target funding (100%), as set forth below. The funding level for each measure is then multiplied by its assigned weight. The sum of the three weighted funding levels is translated into an overall funding percentage relative to target funding (100%), as follows:

  150. 2025 GRANTS OF PLAN-BASED AWARDS

    | Level | Achievement | Funding Percentage (% of Target) | | Below Threshold | Less than 90% | —% | | Threshold | 90% | 50% | | Target | 100% | 100% | | Maximum | 110% | 200% |

  151. 2025 GRANTS OF PLAN-BASED AWARDS

    Funding for performance between levels are interpolated on a straight-line mathematical basis and rounded to the nearest whole number.

  152. 2025 GRANTS OF PLAN-BASED AWARDS

    | Gates Industrial Corporation | A-8 | Directors’ Remuneration Report |

  153. 2025 GRANTS OF PLAN-BASED AWARDS

    | Appendix A | Table of Contents |

  154. 2025 GRANTS OF PLAN-BASED AWARDS

    The following table outlines the calculation of the 2025 Financial Performance Factor based on the Company’s attainment of the 2025 Gates Financial Performance Factor measures, each of which were approved by the Compensation Committee without adjusting the previously approved performance measures described above for non-recurring or unusual items. Target values were determined based on Board approved budgets. The Company’s target Adjusted EBITDA level represented an increase from the Company’s prior year Adjusted EBITDA as reported in the Company’s 2024 Annual Report filed with the SEC. The Company’s target revenue level was consistent with our revenue outlook for 2025.

  155. 2025 GRANTS OF PLAN-BASED AWARDS

    | (dollars in millions) | | Threshold ($) | Target ($) | Maximum ($) | 2025 Attainment(3) | | 2025 Gates Financial Performance Factor | | Measure(1) | Weighting (%) | | | | $ | % | % of Target | | Adjusted EBITDA | 50 | 687.7 | 764.1 | 840.5 | 750.3 | 98 | 90 | | Free Cash Flow | 30 | 581.4 | 646.0 | 710.6 | 673.9 | 104 | 140 | | Revenue(2) | 20 | 3,169.0 | 3,387.3 | 3,578.3 | 3,340.2 | 99 | 95 | | Total | | | | | | | 106% |

  156. 2025 GRANTS OF PLAN-BASED AWARDS

    (1) The measures are calculated based on the Company’s financial statements filed with the U.S. Securities and Exchange Commission. For more information, descriptions of how the measures are calculated are provided above. (2) Revenue threshold and maximum are narrower than 90% and 110% to align with the associated Adjusted EBITDA levels. (3) Consistent with the previously established performance measures, attainment values exclude FX Impacts. This reduced the overall maximum funding as a percentage of target by approximately 1.5%. After the Gates Financial Performance Factor is calculated and approved by the Compensation Committee, the Compensation Committee or the CEO (except with respect to his own compensation) may adjust Annual Plan funding by region, sub-region or function, subject to the maximum funding level set by the Gates Financial Performance Factor. For 2025, the global corporate function funding factor was reduced from 106% of target to 95% of target. At the end of the performance period, the Compensation Committee considered global financial performance and other qualitative factors when determining the Annual Plan funding factor applicable to the Executive Director in line with its pay for performance philosophy. As a result, the Committee applied the global corporate function funding factor (95% of target) to the Executive Director. Individual Performance Factor. At the end of the performance period, the Compensation Committee considered the Executive Director’s individual performance based on achievement against the performance criteria described below to determine the appropriate attainment percentage for the Executive Director (subject to the individual payout cap of 200% of target and the maximum funding level set by the Gates Financial Performance Factor). In evaluating the Executive Director’s 2025 performance, the Compensation Committee considered his positive performance with respect to global key financial results, including free cash flow, and other key performance indicators, such as regulatory compliance and training programs and improved quality, service level, health, safety and environmental performance, advances in certain strategic end markets, and leadership accomplishments in the areas of talent management and organizational capability. After reviewing these evaluations as well as the Compensation Committee’s interactions with the Executive Director and considering the size and complexity of the Company’s business as well as external variables such as macro-economic conditions, the Compensation Committee determined that the Executive Director had sufficiently met his 2025 goals and approved an Individual Performance Factor of 100%. Payout. The following table illustrates the calculation of the annual cash incentive awards payable to the Executive Director under the Annual Plan based on 2025 financial performance, the global corporate function funding factor, and individual performance, each as described above.

  157. 2025 GRANTS OF PLAN-BASED AWARDS

    | Name | Base Salary ($) | Target Annual Plan Opportunity (% of Base Salary) | Target Annual Plan Opportunity ($) | Funding Factor (% of Target Opportunity) | Individual Performance Factor (%) | 2025 Actual Payout ($) | | I. Jurek | 1,229,140 | 150 | 1,843,710 | 95 | 100 | 1,751,525 |

  158. 2025 GRANTS OF PLAN-BASED AWARDS

    | Gates Industrial Corporation | A-9 | Directors’ Remuneration Report |

  159. 2025 GRANTS OF PLAN-BASED AWARDS

    | Appendix A | Table of Contents |

  160. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table summarizes all grants of plan-based awards to the Company’s Executive Director in Fiscal 2025.

  161. 2025 Grants of Plan-Based Awards Table

    | Award Type | Grant Date | Estimated Future Payouts under non-equity incentive plan awards | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All other stock awards: number of shares of stock units (#) | All other option awards: number of securities underlying options (#) | Exercise or base price of option awards ($/sh) | Grant date face value of stock and option awards ($)(4) | Grant date fair value of stock and option awards ($) | | | | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | | | | Annual Plan(1) | — | 184,371 | 1,843,710 | 3,687,420 | | | | | | | | | | PRSU(2) | 2/28/2025 | | | | 18,460 | 147,678 | 295,356 | | | | 6,391,504 | 3,477,448 | | RSU(3) | 2/28/2025 | | | | | | | 147,678 | | | 3,195,752 | 3,195,752 |

  162. 2025 Grants of Plan-Based Awards Table

    1.Represents the cash-based award opportunity range under the Annual Plan for 2025. For purposes of this table and threshold level disclosure, the Company assumed that the lowest weighted of the three performance measures achieved the threshold level of attainment (in other words, 10% of the target award was earned) and the Individual Performance Factor was set at 100%. The calculation uses the Executive Director’s base salary as of December 31, 2025. Please refer to the “Single Figure Total Remuneration Table for Executive Directors” for the actual cash-based award earned by the Executive Director under the Annual Plan for 2025. 2.Represents the threshold, target and maximum payout shares of the PRSU award granted under the 2018 Omnibus Incentive Plan in 2025. Threshold payout of shares is calculated assuming threshold levels of attainment of 50% funding for the Relative TSR measure, in other words, 12.5% of the total target PRSU award was earned for the PRSU award granted in 2025. The number of shares ultimately issued, which could be greater or less than target, will be based on achieving specific performance conditions. The grant date fair value of the PRSU award was calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation based on target, the probable outcome of the performance conditions. 3.Represents RSU granted under the 2018 Omnibus Incentive Plan. The grant date fair value of the RSU was the closing price on the date of grant. 4.Face value is calculated based on the closing share price on the date of the grant ($21.64) and, in the case of the PRSU, on the maximum future share payout.

  163. 2025 Grants of Plan-Based Awards Table

    | Gates Industrial Corporation | A-10 | Directors’ Remuneration Report |

  164. 2025 Grants of Plan-Based Awards Table

    | Appendix A | Table of Contents |

  165. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table provides information regarding outstanding equity awards held by the Executive Director as of December 31, 2025.

  166. Outstanding Equity Awards at December 31, 2025

    | | | Option Awards (1) | | | | Stock Awards | | | | | Grant Date | | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($)(3) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(4) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(5) | | Awards without performance measures | | | | | | | | | | | 5/2/2017 | Options | 135,496 | — | 7.87 | 5/2/2027 | | | | | | 2/22/2019 | Options | 252,122 | — | 16.46 | 2/22/2029 | | | | | | 2/22/2019 | Options | 796,460 | — | 19.00 | 2/22/2029 | | | | | | 2/21/2020 | Options | 241,406 | — | 12.60 | 2/21/2030 | | | | | | 2/26/2021 | Options | 148,950 | — | 15.00 | 2/26/2031 | | | | | | 2/26/2021 | Options | 39,009 | — | 16.50 | 2/26/2031 | | | | | | 3/1/2023 | RSU | | | | | 63,394 | 1,361,069 | | | | 3/4/2024 | RSU | | | | | 127,783 | 2,743,501 | | | | 2/28/2025 | RSU | | | | | 147,678 | 3,170,647 | | | | Awards with performance measures | | | | | | | | | | | 5/2/2017 | Options | 135,496 | — | 7.87 | 5/2/2027 | | | | | | 5/2/2017 | Options | 135,496 | — | 11.80 | 5/2/2027 | | | | | | 3/4/2024 | PRSU | | | | | | | 383,346 | 8,230,439 | | 2/28/2025 | PRSU | | | | | | | 295,356 | 6,341,293 |

  167. Outstanding Equity Awards at December 31, 2025

    1.The Company has a number of awards issued under the 2014 Omaha Topco Ltd. Stock Incentive Plan, which was assumed by the Company and renamed the Gates Industrial Corporation plc Stock Incentive Plan in connection with the initial public offering in January 2018. No new awards have been granted under this plan since 2017. 2.RSUs vest in substantially equal annual installments on each of the first, second and third anniversaries of the grant date. 3.Reflects the aggregate market value of the unvested RSUs, based on a price of $21.47 per ordinary share, which was the share price of the Company’s ordinary shares on December 31, 2025, the last trading day of the fiscal year. 4.The PRSUs vest on the date the Compensation Committee certifies the achievement of the performance measures following the three-year performance period, with 75% subject to attainment of certain levels of Adjusted ROIC and 25% subject to attainment of Relative TSR. The amounts shown in this column represent payout shares of the outstanding PRSUs assuming the maximum level of attainment of 200%. The number of shares ultimately issued, which could be zero or greater than the number presented above, will be based on achieving specific performance conditions. Please refer to “Elements of Compensation — Long-Term Incentive” in the proxy statement. 5.Represents the aggregate market value of the maximum payout shares of the unvested PRSUs, based on a price of $21.47 per ordinary share, which was the share price of the Company’s ordinary shares on December 31, 2025, the last trading day of the fiscal year.

  168. Outstanding Equity Awards at December 31, 2025

    | Gates Industrial Corporation | A-11 | Directors’ Remuneration Report |

  169. Outstanding Equity Awards at December 31, 2025

    | Appendix A | Table of Contents |

  170. 2025 Option Exercises and Stock Vested for the Executive Director

    2025 Option Exercises and Stock Vested for the Executive Director The table below sets forth certain information concerning each exercise of options and stock vesting events for the Company’s Executive Director during Fiscal 2025.

  171. 2025 Option Exercises and Stock Vested for the Executive Director

    | | Option Awards | | Stock Awards | | | Name | Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Shares or Units Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | I. Jurek | 2,034,478 | 22,745,981 | 673,766 | 15,816,975 |

  172. 2025 Option Exercises and Stock Vested for the Executive Director

    1.Represents the total number of RSUs and PRSUs that vested during 2025 before withholding shares for taxes and par value. Upon the vesting of RSUs, after withholding shares to cover applicable taxes and par value, a total of 207,204 net shares were issued. Upon the vesting of PRSUs, after withholding shares to cover applicable taxes and par value, a total of 171,625 net shares were issued. 2.Represents the total value of RSUs and PRSUs realized on the vesting date. The individual totals may include multiple vesting transactions during the year. RSUs and PRSUs are calculated based on the value of the closing stock price on the day prior to vesting multiplied by the total number of units that vested.

  173. 2025 Option Exercises and Stock Vested for the Executive Director

    | Gates Industrial Corporation | A-12 | Directors’ Remuneration Report |

  174. 2025 Option Exercises and Stock Vested for the Executive Director

    | Appendix A | Table of Contents |

  175. Outstanding Equity Awards for certain Non-Executive Directors at December 31, 2025

    Outstanding Equity Awards for certain Non-Executive Directors at December 31, 2025 The following table provides information regarding outstanding equity awards held by the Non-Executive Directors as of December 31, 2025. Ms. Tillman resigned from her Board position with the Company effective as of August 1, 2025. Accordingly, Ms. Tillman’s annual RSU award issued in February 2025, which was subject to one year cliff-vesting, failed to vest and was forfeited.

  176. Outstanding Equity Awards for certain Non-Executive Directors at December 31, 2025

    | | | Option Awards | | | | | | Name | Grant Date | Number of securities underlying unexercised options exercisable (#) | 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) | | J. Cantie | 3/30/2025 | — | — | — | 7,871 | 168,990 | | F. Eliasson | 2/28/2025 | — | — | — | 6,701 | 143,870 | | J. Ireland | 2/28/2025 | — | — | — | 6,701 | 143,870 | | S. Mains | 2/28/2025 | — | — | — | 6,701 | 143,870 | | W. Neely | 2/28/2025 | — | — | — | 6,701 | 143,870 | | N. Simpkins(3) | 2/28/2025 | — | — | — | 12,708 | 272,841 | | A. Tillman | | — | — | — | — | — | | M. Zhang | 2/28/2025 | — | — | — | 6,701 | 143,870 |

  177. Outstanding Equity Awards for certain Non-Executive Directors at December 31, 2025

    1.Represents unvested time-based RSUs that vest on the first anniversary of the grant date. 2.Reflects the aggregate market value of the unvested RSUs, based on a price of $21.47 per ordinary share, which was the share price of the Company’s ordinary shares on December 31, 2025, the last trading day of the fiscal year. 3.In 2025, Mr. Simpkins received an additional annual grant of RSUs that vests on the first anniversary of the grant date, valued at $130,000 on the date of grant, for his role as chair of our Board.

  178. 2025 Option Exercises and Stock Vested for certain Non-Executive Directors

    2025 Option Exercises and Stock Vested for certain Non-Executive Directors The table below sets forth certain information concerning each exercise of options and stock vesting events for the Non-Executive Directors during Fiscal 2025.

  179. 2025 Option Exercises and Stock Vested for certain Non-Executive Directors

    | Name | Option Awards | | Stock Awards | | | | Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Shares or Units Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | J. Cantie | — | — | — | — | | F. Eliasson | — | — | 9,751 | 195,020 | | J. Ireland | — | — | 9,751 | 195,020 | | S. Mains(2) | — | — | — | — | | W. Neely | — | — | 9,751 | 195,020 | | N. Simpkins | — | — | 18,493 | 369,860 | | A. Tillman | — | — | 9,751 | 195,020 | | M. Zhang(3) | — | — | — | — |

  180. 2025 Option Exercises and Stock Vested for certain Non-Executive Directors

    1.Based on the closing share price of the Company’s ordinary shares on the trading day prior to the vesting date. 2.Ms. Mains elected to defer all 9,751 shares that vested, pursuant to the Supplemental Retirement Plan. 3.Dr. Zhang elected to defer all 9,751 shares that vested, pursuant to the Supplemental Retirement Plan.

  181. 2025 Option Exercises and Stock Vested for certain Non-Executive Directors

    | Gates Industrial Corporation | A-14 | Directors’ Remuneration Report |

  182. 2025 Option Exercises and Stock Vested for certain Non-Executive Directors

    | Appendix A | Table of Contents |

  183. Executive Director (CEO) Pay Ratio

    Executive Director (CEO) Pay Ratio The following table sets forth the ratio of the Executive Director’s total compensation to the median, 25th and 75th percentile of total compensation of his full-time equivalent U.K.-based employees for the financial years presented below. The Executive Director (CEO) single figure used in the calculation of the ratios below reflects the single figure total remuneration (as disclosed in the Single Figure Total Remuneration Table for the Executive Director table above).

  184. Executive Director (CEO) Pay Ratio

    | Financial Year | Method | 25th percentile pay ratio | Median pay ratio | 75th percentage pay ratio | | 2025 | A | 434 to 1 | 338 to 1 | 322 to 1 | | 2024 | A | 302 to 1 | 245 to 1 | 235 to 1 | | 2023 | C | 252 to 1 | 199 to 1 | 195 to 1 | | 2022 | C | 112 to 1 | 92 to 1 | 91 to 1 | | 2021 | C | 133 to 1 | 87 to 1 | 85 to 1 | | 2020 | C | 77 to 1 | 61 to 1 | 60 to 1 |

  185. Executive Director (CEO) Pay Ratio

    The changes in the above pay ratios are attributable primarily to the additional elements of remuneration of the CEO, which are set out under the “Single Figure Total Remuneration Table for the Executive Director” table above, as compared to the limited elements of remuneration for the majority of the Company’s U.K.-based employees, which generally include salary or an hourly rate, manufacturing incentives and pension benefits. The calculation methodology used in 2025 and 2024 reflects Option A defined under the relevant regulations. To determine the employees at the three quartiles for 2025, the Company reviewed and analyzed total compensation data for its permanent employees as of December 31, 2025, excluding employees whose start dates were after Fiscal 2025 began, as they were not paid for the full year. Beginning in 2024, the Company determined Option A would provide a more accurate reflection of the reference employees given available data and calculated total pay for all U.K. employees using base salary, benefits and all other relevant compensation elements and converted to U.S. dollars using the average exchange rate for the relevant fiscal year in order to provide a like comparison to that of the Executive Director. Each employee’s pay and benefits were calculated using each employee’s aggregated remuneration, consistent with the Executive Director’s aggregated remuneration. The Company did not make any adjustments or omit any components of pay. Prior to 2024, the Company opted for Option C given the variance in pay elements by employee and available data at such times.

  186. Executive Director (CEO) Pay Ratio

    | Gates Industrial Corporation | A-18 | Directors’ Remuneration Report |

  187. Executive Director (CEO) Pay Ratio

    | Appendix A | Table of Contents |

  188. Executive Director (CEO) Pay Ratio

    The 2025, 2024, 2023, 2022, 2021, and 2020 salary and total remuneration for the 25th, 50th and 75th percentile of U.K. employees are as follows:

  189. Executive Director (CEO) Pay Ratio

    | Financial Year | (dollars) | 25th percentile | Median | 75th percentile | | 2025 | Salary | 38,990 | 46,363 | 46,363 | | | Total remuneration | 43,935 | 56,397 | 59,113 | | 2024 | Salary | 33,272 | 43,618 | 43,618 | | | Total remuneration | 44,502 | 55,010 | 57,133 | | 2023 | Salary | 34,708 | 45,954 | 46,929 | | | Total remuneration | 38,454 | 48,776 | 49,788 | | 2022 | Salary | 42,747 | 51,493 | 51,756 | | | Total remuneration | 44,704 | 54,645 | 54,864 | | 2021 | Salary | 33,613 | 56,592 | 56,567 | | | Total remuneration | 39,923 | 61,410 | 62,708 | | 2020 | Salary | 36,707 | 46,876 | 47,184 | | | Total remuneration | 39,226 | 49,929 | 50,959 |

  190. Executive Director (CEO) Pay Ratio

    As of December 31, 2025, the Company’s U.K. workforce was made up of approximately 598 employees who were primarily production employees, as compared to approximately 5,402 employees in North America and approximately 13,171 employees globally. The Executive Director works in North America and his compensation is benchmarked against companies in an industry peer group that are listed on the New York Stock Exchange or NASDAQ, as described under “Role of the Peer Group” below. With this perspective, the Company believes the median pay ratio for Fiscal 2025 is consistent with the pay, reward and progression policies for the Company’s U.K. employees taken as a whole.