DEF 14A of Trane Technologies plc
Filed Apr 23, 2026 · FY20250001628280-26-026679
Table of Contents
| Compensation of Directors | 35 | | Director Compensation | 35 | | Share Ownership Requirement | 36 | | 2025 Director Compensation | 36 | | Compensation Discussion and Analysis | 38 | | I. Executive Summary | 38 | | II. Compensation Philosophy and Design Principles | 42 | | III. Analysis to Support the Determination of Target Total Direct Compensation | 43 | | IV. Role of the Human Resources and Compensation Committee, Independent Advisor and Committee Actions | 44 | | V. Compensation Program Descriptions and Compensation Decisions | 45 | | VI. Other Compensation and Tax Matters | 51 | | Human Resources and Compensation Committee Report | 55 | | Executive Compensation | 56 | | Summary Compensation Table | 56 | | 2025 Grants of Plan-Based Awards | 58 | | Outstanding Equity Awards at December 31, 2025 | 60 | | 2025 Option Exercises and Stock Vested | 61 | | 2025 Pension Benefits | 61 | | 2025 Nonqualified Deferred Compensation | 63 | | Post-Employment Benefits | 64 | | 2025 Post-Employment Benefits Table | 67 | | CEO Pay Ratio | 68 | | Pay Versus Performance | 69 | | Equity Compensation Plan Information | 72 | | Information Concerning Voting and Solicitation | 73 | | Security Ownership of Certain Beneficial Owners and Management | 76 | | Certain Relationships and Related Person Transactions | 78 | | Shareholder Proposals and Nominations | 79 | | Householding | 80 | | Appendix A | 81 |
Table of Contents
| | | Director since | | | Trane Technologies Committees | | | | | | Name/Occupation | Age | | Independent | Other Current Public Boards | A | H | S | T | E | | Kirk E. Arnold Advisor to two General Catalyst portfolio companies Former Chief Executive Officer, Data Intensity | 66 | 2018 | YES | •Thomson Reuters | | M | M | C | | | Ana P. Assis Senior Vice President and Chair, IBM Europe, Middle East, Africa and Asia Pacific | 51 | 2023 | YES | | M | | | | | | Ann C. Berzin Former Chairman and CEO of Financial Guaranty Insurance Company | 74 | 2001 | YES | | M | | | | | | April Miller Boise Executive Vice President and Chief Legal Officer of Intel Corporation1 | 57 | 2020 | YES | | | M | C | | M | | Mark R. George President and Chief Executive Officer of Norfolk Southern Corporation | 59 | 2022 | YES | •Norfolk Southern Corporation | M | | | | | | John A. Hayes Former Chairman, President and CEO of Ball Corporation | 60 | 2023 | YES | | | C | M | | M | | Myles P. Lee Former Director and CEO of CRH plc | 72 | 2015 | YES | | C | | | | M | | Matthew F. Pine President and CEO of Xylem Inc. | 54 | 2025 | YES | •Xylem, Inc. | | M | M | M | | | David S. Regnery Chair and Chief Executive Officer | 63 | 2021 | NO | •L3Harris Technologies, Inc. | | | | | C | | Melissa N. Schaeffer Executive Vice President and Chief Financial Officer of Air Products and Chemicals, Inc. | 46 | 2022 | YES | | M | | | | | | John P. Surma Former Chairman and CEO of United States Steel Corporation | 71 | 2013 | YES | •Marathon Petroleum Corporation •MPLX LP (a publicly traded subsidiary of Marathon Petroleum Corporation) •Public Service Enterprise Group | | | | | M |
Executive Compensation Principles
| (i) business strategy alignment | (iii) | shareholder alignment(v) | internal parity | | (ii) pay for performance | (iv) | mix of short and long-term incentives(vi) | market competitiveness |
2025 Executive Compensation
| Name and Principal Position | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | D. S. Regnery Chair and Chief Executive Officer | 1,512,500 | — | 8,900,397 | 5,700,010 | 2,831,173 | 7,504,885 | 813,192 | 27,262,157 | | C. J. Kuehn Executive Vice President and Chief Financial Officer | 975,000 | — | 3,896,416 | 1,257,514 | 1,092,063 | 825,287 | 239,340 | 8,285,620 | | D. E. Simmons Group President, Americas | 737,500 | — | 2,095,610 | 676,331 | 729,990 | 1,344,471 | 177,640 | 5,761,542 | | G. Guo Senior Vice President and Chief Global Integrated Supply Chain Officer | 81,250 | — | 3,791,425 | — | — | — | 21,770 | 3,894,445 | | M. J. Atalla Senior Vice President and Chief Technology and Sustainability Officer | 642,935 | 400,000 | 1,611,356 | 638,958 | 502,258 | — | 77,384 | 3,872,891 |
2025 Executive Compensation
See the “Compensation Discussion and Analysis” section for more information about our HRCC’s executive compensation principles, the programs the HRCC has adopted and the decisions the HRCC made regarding 2025 compensation.
2025 Executive Compensation
| ITEM | Approval of Appointment of Independent Auditors and Authorization to Set Auditor Remuneration •The Audit Committee engages in an annual evaluation of the qualifications, performance and independence of PricewaterhouseCoopers LLP (“PwC”). •Both by virtue of its familiarity with the Company’s affairs and its professional competencies and resources, PwC is considered best qualified to perform this important function. •The Audit Committee and the Board believe that the continued retention of PwC to serve as our independent auditor is in the best interests of the Company and its investors. | | The Board of Directors recommends a vote FOR this item. | | | | | See page 18 for further information |
2025 Executive Compensation
| 8 | |
2025 Executive Compensation
| ITEM | Renewal of the Directors’ Existing Authority to Issue Shares •The Board of Directors’ authority to issue shares under Irish law is fundamental to our business. •Granting the Board this authority is a routine matter for public companies incorporated in Ireland. | | The Board of Directors recommends a vote FOR this item. | | | | | See page 20 for further information |
2025 Executive Compensation
| ITEM | Renewal of the Directors’ Existing Authority to Issue Shares for Cash without First Offering Shares to Existing Shareholders •The Board of Directors’ authority to issue shares for cash without first offering shares to existing shareholders is fundamental to our business. •Granting the Board this authority is a routine matter for public companies incorporated in Ireland. •As required under Irish law, this proposal requires the affirmative vote of at least 75% of the votes cast. | | The Board of Directors recommends a vote FOR this item. | | | | | See page 21 for further information |
2025 Executive Compensation
| ITEM | Determine the Price at which the Company Can Reallot Shares Held as Treasury Shares •From time to time the Company may acquire ordinary shares and hold them as treasury shares. •The Company may reallot such treasury shares and, under Irish law, our shareholders must authorize the price range at which we may reallot shares held in treasury. •As required under Irish law, this proposal requires the affirmative vote of at least 75% of the votes cast. | | The Board of Directors recommends a vote FOR this item. | | | | | See page 22 for further information |
2025 Executive Compensation
| 2026 Proxy Statement | 9 |
2025 Executive Compensation
In this Proxy Statement, “Trane Technologies,” the “Company,” “we,” “us” and “our” refer to Trane Technologies plc, an Irish public limited company. This Proxy Statement and the enclosed proxy card, or the Notice of Internet Availability of Proxy Materials, are first being mailed to shareholders of record as of April 9, 2026 (the “Record Date”) on or about April 23, 2026.
2025 Executive Compensation
| ITEM | Election of Directors The Company uses a majority of votes cast standard for the election of directors. A majority of the votes cast means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that director nominee. Each director of the Company is being nominated for election for a one-year term beginning at the end of the 2026 Annual General Meeting of Shareholders to be held on June 4, 2026 (the “Annual General Meeting”) and expiring at the end of the 2027 Annual General Meeting of Shareholders. Under our Articles of Association, if a director is not re-elected in a director election, the director shall retire at the close or adjournment of the Annual General Meeting. Director Linda Hudson is retiring at the 2026 Annual General Meeting due to reaching retirement age in accordance with our Corporate Governance Guidelines, which provide for the retirement of directors after reaching the age of 75. | | The Board of Directors recommends a vote FOR the directors nominated for election listed below. |
2025 Executive Compensation
Nominees for Director
2025 Executive Compensation
| Kirk E. Arnold Independent Director Age 66 Director since 2018 Committees •Human Resources and Compensation •Sustainability, Corporate Governance and Nominating •Technology and Innovation (Co-Chair) | Principal Occupation •Advisor to two portfolio companies of General Catalyst (GC), a venture capital firm backing entrepreneurs (December 2024 to present). •Advisor to GC and its portfolio companies from 2018 to 2024. •Senior Lecturer at MIT Sloan Business School - Advanced Entrepreneurship. •Chief Executive Officer of Data Intensity from 2013 to 2017. | | | | Current Public Directorships •Thomson Reuters (TRI) | Public Directorships Held in the Past Five Years •Ingersoll Rand Inc. (IR) •Epiphany Technology Acquisition Corp | | | Other Activities •Director of The Predictive Index •Director of HousecallPro •Former Director of Baypath University •Former Director of UP Education Network | | | | Skills and Experience | | | | | | | | Nominee Highlights Ms. Arnold’s vast experience in technology and service leadership brings critical insight into the Company’s operations, digital analytics and technologies. Ms. Arnold has served in executive positions throughout the technology industry including as COO at Avid, a technology provider to the media industry, and CEO and President of Keane, Inc., then a publicly traded billion-dollar global services provider. Ms. Arnold has also held senior leadership roles at Computer Sciences Corporation, Fidelity Investments and IBM. Ms. Arnold’s active participation in the technology and business community provides the Company ongoing insight into digital marketing and technology related issues. | |
2025 Executive Compensation
| 10 | |
2025 Executive Compensation
| Ana P. Assis Independent Director Age 51 Director since 2023 Committees •Audit | Principal Occupation •Senior Vice President and Chair, IBM Europe, Middle East, Africa (EMEA) and Asia Pacific from January 2026 to present. •Senior Vice President, EMEA and Growth Markets of IBM in Europe, the Middle East and Africa from January 2024 to January 2026. •Chair (from January 2023 to January 2024) and General Manager (from January 2022 to December 2024) of IBM in EMEA. •General Manager, Client Transition Leader, IBM from October 2020 to December 2021. | | | | Current Public Directorships •None | Public Directorships Held in the Past Five Years •None | | | Other Activities •Former Director, Junior Achievement Americas | | | | Skills and Experience | | | | | | | | Nominee Highlights Ms. Assis brings more than 25 years of global leadership experience in the information technology and solutions industry. She is a recognized thought leader in areas including artificial intelligence and data responsibility. In her role as Senior Vice President and Chair, IBM Europe, Middle East, Africa and Asia Pacific, she leads IBM’s business operations in EMEA and Asia Pacific, driving revenue growth, client satisfaction and employee engagement in a region with more than 100 countries. She also guides IBM’s relationship with the European Union, and has overall responsibly for market development for the company’s growth markets, including Saudi Arabia, Indonesia, Mexico, UAE, and India. | |
2025 Executive Compensation
| Ann C. Berzin Independent Director Age 74 Director since 2001 Committees •Audit | Principal Occupation •Chairman and Chief Executive Officer of Financial Guaranty Insurance Company (insurer of municipal bonds and structured finance obligations), a subsidiary of General Electric Capital Corporation, from 1992 to 2001. | | | | Current Public Directorships •None | Public Directorships Held in the Past Five Years •Exelon Corporation (EXC) | | | Other Activities •Member of University of Chicago College Advisory Council | | | | Skills and Experience | | | | | | | | Nominee Highlights Ms. Berzin’s extensive experience in finance at a global diversified industrial firm and her expertise in complex investment and financial products and services bring critical insight to the Company’s financial affairs, including its borrowings, capitalization and liquidity. In addition, Ms. Berzin’s relationships across the global financial community strengthen the Company’s access to capital markets. Her board memberships have provided deep understanding of trends in the energy sector, which presents ongoing opportunities and challenges for the Company. | |
2025 Executive Compensation
| 2026 Proxy Statement | 11 |
2025 Executive Compensation
| April Miller Boise Independent Director Age 57 Director since 2020 Committees •Executive •Human Resources and Compensation •Sustainability, Corporate Governance and Nominating (Chair) | Principal Occupation •Executive Vice President and Chief Legal Officer of Intel Corporation from July 2022 to June 2026.1 •Executive Vice President and Chief Legal Officer of Eaton Corporation plc from January 2020 to June 2022. •Senior Vice President, General Counsel / Chief Legal Officer of Meritor, Inc. from August 2016 to December 2019. 1 On April 3, 2026 Intel announced that Ms. Miller Boise will leave Intel effective June 1, 2026. | | | | Current Public Directorships •None | Public Directorships Held in the Past Five Years •None | | | Other Activities •Trustee, George W. Codrington Charitable Foundation •Director, Rock & Roll Hall of Fame •Former Director, City Club of Cleveland •Former Trustee, Cleveland Clinic •Former Trustee, Assembly for the Arts •Former Trustee, College Now Greater Cleveland | | | | Skills and Experience | | | | | | | | Nominee Highlights Ms. Miller Boise adds valuable perspective as we execute our climate-focused strategy and expand our global leadership in sustainability. She brings extensive experience in business strategy, strategic transactions and international growth, in addition to her deep background in corporate governance and inclusive talent management. In particular, Ms. Miller Boise’s experience working with companies in relevant industries across the global manufacturing arena including semiconductors, automotive, electrical products and services and commercial transportation brings relevant insight regarding the manufacturing industry and dynamic end markets around the world. | |
2025 Executive Compensation
| 12 | |
2025 Executive Compensation
| Mark R. George Independent Director Age 59 Director since 2022 Committees •Audit | Principal Occupation •President and Chief Executive Officer of Norfolk Southern Corporation from September 2024 to present. •Executive Vice President and Chief Financial Officer of Norfolk Southern Corporation from November 2019 to September 2024. •Vice President and Chief Financial Officer of Carrier Global Corporation (a United Technologies Corporation business) from 2008 through 2015 and again in 2019. •Vice President and Chief Financial Officer of Otis Worldwide Corporation (a United Technologies Corporation business) from 2015 to 2019. | | | | Current Public Directorships •Norfolk Southern Corporation (NSC) | Public Directorships Held in the Past Five Years •None | | | Other Activities •Director, Junior Achievement of Georgia | | | | Skills and Experience | | | | | | | | Nominee Highlights Mr. George brings more than 30 years of diverse and international financial management and leadership experience to our Company. He has deep experience in corporate strategy, business development including M&A and joint venture partnerships, board of director interactions, as well as investor relations. During his tenure with Raytheon Technologies Corporation, formerly United Technologies Corporation (“UTC”), Mr. George held positions of increasing responsibility in finance, treasury, planning and analysis, and information technology for several of UTC’s former businesses in the United States and Asia, including as vice president finance and chief financial officer at Otis Worldwide Corporation and Carrier Global Corporation. The Company has benefited from Mr. George’s industry and global insights, which contribute to the Company's achieving continued financial success, meeting our business goals, and furthering our sustainable climate initiatives. | |
2025 Executive Compensation
| 2026 Proxy Statement | 13 |
2025 Executive Compensation
| John A. Hayes Independent Director Age 60 Director since 2023 Committees •Executive •Human Resources and Compensation (Chair) •Sustainability, Corporate Governance and Nominating | Principal Occupation •Former Chairman (from April 2013 to April 2023) and Chief Executive Officer (from January 2011 to May 2022) of Ball Corporation. | | | | Current Public Directorships •None | Public Directorships Held in the Past Five Years •Ball Corporation (BALL) | | | Other Activities •Director, The Broe Group •Director, Kohler Co. •Director, Veritiv Corporation •Operating Advisor, Clayton, Dubilier & Rice •Chair, WilsonArt •Chair, Holderness School Board of Trustees | | | | Skills and Experience | | | | | | | | Nominee Highlights Mr. Hayes brings more than 30 years of leadership experience in global, industrial markets. During his tenure as Chief Executive Officer of Ball Corporation, Mr. Hayes led multiple acquisitions and strategic transactions as the corporation’s revenues doubled and its market capitalization increased sixfold. The Company benefits from Mr. Hayes’s significant experience leading a global corporation. | |
2025 Executive Compensation
| Myles P. Lee Independent Director Age 72 Director since 2015 Committees •Audit (Chair) •Executive | Principal Occupation •Director (from 2003 to 2013) and Chief Executive Officer (from 2009 to 2013) of CRH plc. | | | | Current Public Directorships •None | Public Directorships Held in the Past Five Years •Babcock International Group plc •UDG Healthcare plc | | | Other Activities •Director, PIMCO Global Advisors (Ireland) Limited •Director, PIMCO Funds: Global Investors Series plc •Director, PIMCO Select Funds plc •Director, PIMCO Fixed Income Source ETFs plc •Director, PIMCO Funds Ireland plc •Director, PIMCO Specialty Funds Ireland plc | | | | Skills and Experience | | | | | | | | Nominee Highlights Mr. Lee’s experience as the former head of the largest public or private company in Ireland provides strategic and practical judgment to critical elements of the Company’s growth and productivity strategies, expertise in Irish governance matters and significant insight into the building and construction sector. In addition, Mr. Lee’s previous service as Finance Director and General Manager of Finance of CRH plc and in a professional accountancy practice provides valuable financial expertise to the Company. | |
2025 Executive Compensation
| 14 | |
2025 Executive Compensation
| Matthew F. Pine Independent Director Age 54 Director since 2025 Committees •Human Resources and Compensation •Sustainability, Corporate Governance and Nominating •Technology and Innovation | Principal Occupation •President and CEO of Xylem Inc. from January 2024 to present. •Senior Vice President, Chief Operating Officer of Xylem Inc. from January 2023 to December 2023. •Senior Vice President, President, Applied Water, Measurement & Control Solutions, Americas Region of Xylem Inc. from May 2022 to December 2022. •Senior Vice President, President, Applied Water and Americas Region of Xylem Inc. from March 2020 to May 2022). | | | | Current Public Directorships •Xylem Inc. (XYL) | Public Directorships Held in the Past Five Years •None | | | Other Activities •Member, Alliance of CEO Climate Leaders for the World Economic Forum •Member, the Business Roundtable | | | | Skills and Experience | | | | | | | | Nominee Highlights Mr. Pine brings to our Board valuable global leadership experience, and expertise in sales and marketing, business operations, supply chain, product management, innovation, technology, digital transformation and risk management, as well as extensive knowledge of the water industry and other relevant industries. He also brings deep experience leading and executing complex strategic transactions, including acquisitions and joint ventures. | |
2025 Executive Compensation
| David S. Regnery Chair and Chief Executive Officer Age 63 Director since 2021 Committees •Executive (Chair) | Principal Occupation •Chair of the Board of Directors from January 2022 to present. •Chief Executive Officer of the Company from July 2021 to present. •President and Chief Operating Officer of the Company from January 2020 to July 2021. | | | | Current Public Directorships •L3Harris Technologies, Inc. (LHX) | Public Directorships Held in the Past Five Years •None | | | Other Activities •Member, Alliance of CEO Climate Leaders for the World Economic Forum | | | | Skills and Experience | | | | | | | | Nominee Highlights Mr. Regnery has been with the Company for his entire career. He was appointed Chief Executive Officer in July 2021 and named chair of the Company’s Board of Directors in January 2022. Previously, Mr. Regnery served as the Company’s President and Chief Operating Officer, with direct responsibility for its three regional reportable segments and full portfolio of businesses, as well as mission-critical company operations including supply chain, engineering and information technology. Throughout his tenure, Mr. Regnery has led the majority of the Company’s businesses around the world, including Commercial HVAC and Transport Refrigeration. | |
2025 Executive Compensation
| 2026 Proxy Statement | 15 |
2025 Executive Compensation
| Melissa N. Schaeffer Independent Director Age 46 Director since 2022 Committees •Audit | Principal Occupation •Executive Vice President and Chief Financial Officer of Air Products and Chemicals, Inc. from October 2024 to present. •Senior Vice President and Chief Financial Officer of Air Products and Chemicals, Inc. from August 2021 to October 2024. •Senior Vice President, Finance and Global Engineering, Americas, Middle East & India from November 2020 to August 2021. •Vice President and Chief Audit Executive of Air Products and Chemicals, Inc. from 2016 to November 2020. | | | | Current Public Directorships •None | Public Directorships Held in the Past Five Years •None | | | Other Activities •None | | | | Skills and Experience | | | | | | | | Nominee Highlights Ms. Schaeffer has been a finance leader in the industrial sector for more than 20 years. She has deep international, M&A, investor relations, project financing, and audit/risk management experience. Over her career, she has held positions in global finance, investor relations, project finance, compliance, accounting and risk management. In her current role, she is responsible for controller, accounting, treasury, tax, audit, investor relations and shared business functions. Ms. Schaeffer’s leadership skills and international business experience are of great value for the Company’s global financial, risk management and sustainability strategies. | |
2025 Executive Compensation
| 16 | |
2025 Executive Compensation
| John P. Surma Lead Independent Director Age 71 Director since 2013 Committees •Executive | Principal Occupation •Former Chairman (from February 2006 to December 2013) and Chief Executive Officer (from October 2004 to September 2013) of United States Steel Corporation (a steel manufacturing company). | | | | Current Public Directorships •Marathon Petroleum Corporation (MPC) •MPLX LP (a publicly traded subsidiary of Marathon Petroleum Corporation)* (MPLX) •Public Service Enterprise Group (PEG) | Public Directorships Held in the Past Five Years •None | | | * MPLX GP LLC is a Master Limited Partnership and is a consolidated subsidiary of Marathon Petroleum Corporation, which holds >50% of its voting units. We view Mr. Surma’s service on the MPLX board as an extension of his service on the Marathon Petroleum Corporation board for purposes of assessing the level of outside public board commitments. | | | | Other Activities •Chair and Director, University of Pittsburgh Medical Center •Trustee, University of Pittsburgh Board of Trustees •Former Director and Chair, Federal Reserve Bank of Cleveland •Former Director and Former Chair, National Safety Council | | | | Skills and Experience | | | | | | | | Nominee Highlights Mr. Surma’s experience as the former chairman and chief executive officer of a large industrial company provides significant and direct expertise across all aspects of the Company’s operational and financial affairs. In particular, Mr. Surma’s financial experience, having previously served as the chief financial officer of United States Steel Corporation and as a partner of the audit firm PricewaterhouseCoopers LLP, provides the Board with valuable insight into financial reporting and accounting oversight of a public company. Mr. Surma’s board memberships and other activities provide the Board an understanding of developments in the energy sector as the Company seeks to develop more energy-efficient operations and insight into national and international business and trade policy that could impact the Company. | |
2025 Executive Compensation
| 2026 Proxy Statement | 17 |
2025 Executive Compensation
| ITEM | Advisory Approval of the Compensation of Our Named Executive Officers | | The Board of Directors recommends a vote FOR advisory approval of the compensation of our NEOs as disclosed in the “Compensation Discussion and Analysis,” the compensation tables, and the related disclosure contained in this Proxy Statement. |
2025 Executive Compensation
The Company is presenting the following proposal, commonly known as a “Say-on-Pay” proposal, which gives you as a shareholder the opportunity to endorse or not endorse our compensation program for NEOs by voting for or against the following resolution: “RESOLVED, that the shareholders approve the compensation of the Company’s NEOs, as disclosed in the “Compensation Discussion and Analysis”, the compensation tables, and the related disclosure contained in the Company’s Proxy Statement.” While our Board of Directors intends to carefully consider the shareholder vote resulting from this proposal, the final vote will not be binding on us and is advisory in nature. At our 2025 Annual General Meeting, shareholders voted 90% in favor of the Company’s Advisory Approval of the Compensation of the Company’s NEOs. The Board of Directors has determined, consistent with the shareholders’ vote on the matter in 2023, to hold an advisory vote regarding the compensation of our named executive officers every year until the next vote on the frequency of such advisory votes, which is currently expected to occur at the 2029 Annual Meeting of shareholders. In considering your vote, please be advised that our compensation program for NEOs is guided by our design principles, as described in the “Compensation Discussion and Analysis” section of this Proxy Statement:
2025 Executive Compensation
| (i) business strategy alignment | (iii) | shareholder alignment(v) | internal parity | | (ii) pay for performance | (iv) | mix of short and long-term incentives(vi) | market competitiveness |
2025 Executive Compensation
| Human Resources and Compensation Committee Meetings in 2025: 5 Members John A. Hayes (Chair) Kirk E. Arnold April Miller Boise Linda P. Hudson Matthew F. Pine | Key Functions •Establish our executive compensation strategies, policies and programs. •Review and approve the goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer’s performance against those goals and objectives and set the Chief Executive Officer’s compensation level based on this evaluation. The Human Resources and Compensation Committee Chair presents all compensation decisions pertaining to the Chief Executive Officer to the full Board of Directors (other than Mr. Regnery). •Periodically review the Company’s executive compensation philosophy and peer groups used to benchmark pay levels, design practices, and related performance. •Approve compensation of all other elected officers. •Review and approve executive compensation and benefit programs. •Administer the Company’s equity compensation plans. •Review and assess the appropriateness of the material risks, if any, arising from or related to the Company’s compensation programs or arrangements. •Oversee and approve any changes to the Company’s clawback policy. •At least annually, review and discuss with the Sustainability, Corporate Governance and Nominating Committee and the Audit Committee, as appropriate, the Company’s “Human Capital Management” disclosure for the Company’s Annual Report on Form 10-K. •Review and approve the performance metrics under the Company’s Annual Incentive Program. •Receive periodic briefings on workforce pay equity, including summary results of any pay equity analysis and actions taken, and discuss with management key human resource management initiatives related to leadership talent acquisition, development, and retention. •Review and recommend significant changes in principal employee benefit programs. •Approve and oversee Human Resources and Compensation Committee consultants. •Review and consider the results of shareholder advisory votes and shareholder feedback, if any, regarding the Company’s executive compensation program and recommend to the Board whether and how to respond to such votes. •Approve and monitor compliance with stock ownership requirements that are applicable to employees of the Company. | | | For a discussion concerning the processes and procedures for determining NEO and director compensation and the role of executive officers and compensation consultants in determining or recommending the amount or form of compensation, see “Compensation Discussion and Analysis” and “Compensation of Directors,” respectively. The Board of Directors has determined that each member of the Human Resources and Compensation Committee is “independent” as defined in the NYSE listing standards and the Company’s Corporate Governance Guidelines. In addition, the Board of Directors has determined that each member of the Human Resources and Compensation Committee qualifies as a “Non-Employee Director” within the meaning of Rule 16b-3 of the Exchange Act. A copy of the charter of the Human Resources and Compensation Committee is available on our website, www.tranetechnologies.com, under the heading “About Us—Corporate Governance – Board Committees and Charters.” |
2025 Executive Compensation
| ANNUAL RETAINER | | | | ■Paid in Cash $142,500 (42%) ■Paid in Restricted Stock Units* $200,000 (58%) * The number of restricted stock units granted is determined by dividing the grant date value of the award, $200,000, by the closing price of the Company’s common stock on the date of grant. A director who retires, resigns or otherwise separates from the Company for any reason receives a pro-rata cash retainer payment for the quarter in which such event occurs based on the number of days elapsed since the end of the immediately preceding quarter and immediately vests in any unvested restricted stock units. |
2025 Executive Compensation
| Name | Fees Earned or Paid in Cash ($) (a) | Equity / Stock Awards ($) (b) | All Other Compensation ($) (c) | Total ($) | | K. E. Arnold | 158,997 | 200,331 | — | 359,328 | | A. P. Assis | 146,250 | 200,331 | — | 346,581 | | A. C. Berzin | 157,500 | 200,331 | 23,008 | 380,839 | | A. Miller Boise | 162,500 | 200,331 | 59,084 | 421,915 | | G. D. Forsee (d) | 83,029 | — | 16,955 | 99,984 | | M. R. George | 157,500 | 200,331 | — | 357,831 | | J. A. Hayes | 156,786 | 200,331 | 42,093 | 399,210 | | L. P. Hudson | 152,500 | 200,331 | 33,442 | 386,273 | | M. P. Lee | 174,657 | 200,331 | 2,148 | 377,135 | | M. Pine | 106,875 | 200,331 | 1,550 | 308,756 | | M. N. Schaeffer | 157,500 | 200,331 | 50,066 | 407,897 | | J. P. Surma | 191,399 | 200,331 | 48,676 | 440,406 |
2025 Executive Compensation
| Name | Cash Retainer ($) | Committee Chair Retainer ($) | Audit Committee Member Retainer ($) | Lead Independent Director Retainer Fees ($) | Board, Committee and Other Meeting or Session Fees ($) | Total Fees Earned or Paid In Cash ($) | | K. E. Arnold | 142,500 | 16,497 | — | — | — | 158,997 | | A. P. Assis | 142,500 | — | 3,750 | — | — | 146,250 | | A. C. Berzin | 142,500 | — | 15,000 | — | — | 157,500 | | A. Miller Boise | 142,500 | 20,000 | — | — | — | 162,500 | | G. D. Forsee | 61,463 | — | — | 21,566 | — | 83,029 | | M. R. George | 142,500 | — | 15,000 | — | — | 157,500 | | J.A. Hayes | 142,500 | 14,286 | — | — | — | 156,786 | | L. P. Hudson | 142,500 | 10,000 | — | — | — | 152,500 | | M. P. Lee | 142,500 | 25,687 | 6,470 | — | — | 174,657 | | M. Pine | 106,875 | — | — | — | — | 106,875 | | M. N. Schaeffer | 142,500 | — | 15,000 | — | — | 157,500 | | J. P. Surma | 142,500 | 12,940 | 7,389 | 28,571 | — | 191,399 |
2025 Executive Compensation
(b)Represents RSUs awarded in 2025 as part of each director’s annual retainer. The amounts in this column reflect the aggregate grant date fair value of RSU awards granted for the year under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 and do not reflect amounts paid to or realized by the directors. For a discussion of the assumptions made in determining the ASC 718 values see Note 14, “Share-Based Compensation,” to the Company’s consolidated financial statements contained in its 2025 Form 10-K. (c)Includes (i) benefits in kind (spousal travel, meals, non-board related activities and gifts in connection with the June 2025 Board meeting) and (ii) payment of Irish taxes on benefits in kind. For Ms. Hudson and Mr. Pine, the amount shown also includes rebates on Company products purchased during 2025.
2025 Executive Compensation
| Name | Number of Unvested RSUs | | K. E. Arnold | 465 | | A. P. Assis | 465 | | A. C. Berzin | 465 | | A. Miller Boise | 465 | | G. D. Forsee | — | | M. R. George | 465 | | J. A. Hayes | 465 | | L. P. Hudson | 465 | | M. P. Lee | 465 | | M. Pine | 465 | | M. N. Schaeffer | 465 | | J. P. Surma | 465 |
2025 Performance Highlights
For more information regarding our commitment to leadership in sustainability matters and our achievements in these areas, please also see our 2025 Annual Report to Shareholders included in these proxy materials and our Sustainability Report available on our website at www.tranetechnologies.com/sustainability-reports. Our 2025 Sustainability Report is expected to be available in May 2026. (a)We report our financial results in our Annual Report on Form 10-K and our quarterly reports on Form 10-Q in accordance with United States generally accepted accounting principles (“GAAP”). Our financial results described above for Adjusted EBITDA and Free Cash Flow have been adjusted to exclude the impact of certain items as shown in Appendix A to this Proxy Statement. These adjusted results are applicable only to our executive compensation program as described herein and should not be used or applied in other contexts. For a description of how the metrics above are calculated from our GAAP financial statements, please see “Annual Incentive Matrix (‘AIM’)” Program with respect to AIM payments and “Long Term Incentive Program (‘LTI’) – 2023-2025 Performance Share Units Payout” with respect to Performance Share Program awards.
Executive Compensation Program Overview
| | Component(a) | Chair and CEO | Other NEOs | Description of Component | | | Base Salary | | | Fixed cash compensation. | | | Annual Incentive Matrix (“AIM”) | | | Variable cash incentive compensation. Any award earned is based on performance measured against pre-defined annual Revenue, Adjusted EBITDA and Cash Flow objectives as set by the HRCC. These Core Financial Metrics are subsequently adjusted based on the progress made toward our 2030 Sustainability Commitments through a modifier, and then multiplied by an individual’s performance rating, which is also measured against pre-defined objectives. | | | Long-Term Incentives (“LTI”) | | | Variable long-term, equity-based incentive compensation. LTI performance is aligned with the Company’s stock price and is awarded in the form of stock options, restricted stock units (“RSUs”) and Performance Share Units (“PSUs”). PSUs, which are granted under our Performance Share Program (“PSP”), are payable based on the Company’s CROIC and TSR performance relative to companies in the S&P 500 Industrials Index. |
Good Compensation Governance Practices
| What We Do | What We Don’t Do | | Annual review by the HRCC of the compensation philosophy and Peer Groups used to evaluate competitive pay levels, design practices, and relative performance Diversified metrics for our AIM and PSP to align with business strategies and shareholder interests Capped incentive awards tied to the achievement of rigorous, pre-determined and measurable performance objectives Significant emphasis on variable compensation in designing our compensation programs Regular competitive benchmarking and compensation reviews Commitment to fair and competitive pay for our employees and commitment to pay equity Annual shareholder advisory vote on executive compensation Independent compensation consultant to advise the HRCC Regular executive sessions by the HRCC, with and without its independent compensation consultant Strong Clawback / recoupment policy Robust stock ownership requirements for our executives Annual risk review of executive compensation programs to ensure they are appropriately structured and avoid incentivizing employees to engage in excessive risk taking Good stewards of equity plan/conservative run rate | No dividends on unvested restricted stock and no dividend equivalents on unvested restricted stock units or performance units until the underlying awards are earned/vest No liberal share recycling practices for options No “single-trigger” vesting for any cash payments or equity incentives upon a change-in-control No tax gross-ups for any potential change-in-control severance payments No hedging or pledging of Company stock by directors and executive officers No re-pricing, backdating or retroactive granting of options awards |
Good Compensation Governance Practices
| DESIGN PRINCIPLES AND RATIONALE | HOW THIS IS APPLIED TO TRANE TECHNOLOGIES PRACTICE | | Business Strategy Alignment Our executive compensation programs allow flexibility to align with Company or business strategies. The programs focus individuals within the Company’s business units on specific financial measures to meet the short and long-term performance goals of the business for which they are accountable. | It is not only possible but also desirable for certain leaders to earn substantial awards in years when their business outperforms against our Annual Operating Plan, and for awards to differ based on enterprise performance year over year. Conversely, if a business fails to meet its performance goals, that business’ leader may earn a lesser award than their peers in that year. To provide a balanced incentive, all executives have a significant portion of their compensation tied to Company performance. | | Pay for Performance A strong alignment between pay and performance is paramount to our success. Accordingly, each executive’s target TDC is tied to Company, business and individual performance against set goals. | Company and business performance are measured against pre-established financial, operational and strategic objectives as set by the HRCC. Individual performance is measured against pre-established individual goals as well as demonstrated competencies and behaviors consistent with our leadership principles. In addition, a portion of the long-term incentive is earned based upon Company CROIC and TSR, both measured relative to S&P 500 Industrial Index. | | Shareholder Alignment Our executive compensation programs align the interests of our executives with those of shareholders by incorporating key financial targets such as Revenue growth, Adjusted EBITDA, Cash Flow, CROIC and TSR, while also addressing sustainability opportunities. | Financial targets correlate with both share price appreciation over time and the generation of cash flow for the Company, with a modifier that links incentive compensation to the Company’s 2030 Sustainability Commitments. In addition, our long-term incentives are tied to total shareholder returns and the effective use of assets to generate cash flow. Other program requirements, including share ownership guidelines for executives and vesting schedules on equity awards further align executives’ and shareholders’ interests. | | Mix of Short and Long-Term Incentives A proper mix of short and long-term incentives is important to encourage consistent behavior and performance that support the achievement of the Company’s annual financial objectives while promoting the long-term sustainability of our business and maximizing shareholder value. | The mix of pay is determined with a focus on the Company’s pay for performance compensation philosophy and strategic objectives, as well as what is competitive within the market. | | Internal Parity Each executive’s target TDC opportunity is proportionate with the responsibility, scope and complexity of their role within the Company, as well as their skills and experience. | Comparable jobs are assigned comparable target compensation opportunities. The Company conducts an annual global review of pay to promote pay equity and to prevent discrimination on the basis of gender or, in the U.S., gender and race. | | Market Competitiveness Compensation opportunities must serve to attract and retain high performing executives in a competitive talent market. | Target TDC levels are set using applicable market benchmarks with consideration of retention and recruiting demands in the industries and markets where we compete for business and executive talent. Each executive’s target TDC may be above or below the market benchmark based on their level of experience, proficiency, performance and potential growth relative to the duties required of their position. |
Good Compensation Governance Practices
III. Analysis to Support the Determination of Target Total Direct Compensation The HRCC reviews and evaluates our executive compensation levels and practices against peer companies of comparable revenue, market capitalization, industry and/or business fit with which we compete for executive talent (the “Compensation Peer Group”). During 2025, these reviews were conducted throughout the year using a variety of methods and multiple sources of information such as: •The direct analysis of the proxy statements of other global manufacturers and service providers (refer to peer group below); •A review of compensation survey data of other global industrial companies of similar size and revenue published by independent consulting firms; •A review of customized compensation survey data provided by independent consulting firms; and •Feedback received from external constituencies. Many of the companies included in these compensation surveys are also included in the Standard & Poor’s 500 Industrials Index referred to in our 2025 Form 10-K under the caption “Performance Graph.” The Company’s positioning relative to the 2025 Compensation Peer Group, as of December 31, 2025, was as follows:
Good Compensation Governance Practices
| | Market Cap ($B) | Revenue ($B) | | Trane Technologies | 86.3 | 21.3 | | Compensation Peer Group Median | 73.2 | 22.1 | | Trane Technologies Percentile Rank | 65% | 46% |
Good Compensation Governance Practices
The HRCC, with the assistance of its independent advisor, conducts an annual evaluation of the Compensation Peer Group to ensure continued alignment with the Company’s size, complexity and business strategy, while also seeking to maintain year-over-year consistency. As part of the 2025 review, the HRCC removed Fortive Corporation and Lennox International Inc. and added 3M Company and Deere & Company to better reflect the Company’s current scale, operating profile and strategic direction. The Compensation Peer Group, which is used to benchmark executive compensation levels and inform program design practices, consists of the following fifteen global companies:
Good Compensation Governance Practices
IV. Role of the Human Resources and Compensation Committee, Independent Advisor and Committee Actions The HRCC, which is composed solely of independent directors, oversees our compensation plans and policies and equity-based programs and reviews and approves all forms of compensation relating to our executive officers, including the NEOs. The HRCC solely and independently decides the compensation components and the amounts to be awarded to our Chair and CEO. Our Chair and CEO does not make any recommendations regarding his own compensation and is not informed of these awards until the decisions have been finalized. Our Chair and CEO makes compensation recommendations related to our other NEOs and executive officers. The HRCC considers these recommendations, along with those of its independent compensation advisor, when approving the compensation components and amounts to be awarded to our other NEOs. The HRCC is responsible for reviewing and approving amendments to our executive compensation and benefit plans. In addition, the HRCC is responsible for reviewing our principal broad-based employee benefit plans and making recommendations to our Board of Directors for significant amendments to, or termination of, such plans. The HRCC’s charter and annual agenda incorporates a broader range of human capital topics beyond compensation, including corporate culture, opportunity for all and pay equity. The HRCC’s Charter is available on our website at www.tranetechnologies.com. The HRCC has the authority to retain an independent compensation advisor to review and provide guidance on our executive compensation and benefit programs and is directly responsible for the appointment, compensation and oversight of such advisor. For 2025, the HRCC continued to engage Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation advisor. In this role, Meridian provided the HRCC with the following services: •Review and analysis of executive compensation benchmarking data for the Chair and CEO and other top executives as needed; •Review and analysis of the Compensation Peer Group used to benchmark the Company’s executive pay levels, as well as the peer group used for relative performance comparisons; •Review of annual and long-term incentive designs, performance objectives and payout ranges; •Preparation of ad hoc analyses for the HRCC to support decision-making around the executive compensation program; and •Review and analysis of and advisement on management proposals and other key components of the executive compensation program. The HRCC determined that Meridian is independent and does not have a conflict of interest. In making this determination, the HRCC considered the factors adopted by the NYSE with respect to independence and potential conflicts of interest.
Good Compensation Governance Practices
| Compensation Component | Component Objective Including Risk Mitigation Factors | Key Features | | Base Salary | Provides a sufficient and stable source of cash compensation that rewards the skill, impact and expertise that our executive officers contribute to the Company on a day-to-day basis. | Avoids the encouragement of excessive risk taking by ensuring that an appropriate level of cash compensation is not at risk. | | Annual Incentive Matrix (“AIM”) Program | Serves as an annual cash award tied to the achievement of pre-established financial, operational and strategic performance objectives. Amount of cash award earned cannot exceed a maximum payout of 200% of individual target levels and is also subject to a clawback in accordance with our clawback policy. | Each NEO has an AIM target expressed as a percentage of base salary. Actual AIM payouts are determined by enterprise financial performance, regional performance where applicable, progress towards our 2030 Sustainability Commitments and individual performance. | | Long-Term Incentive Program (“LTI”) | Incentivizes executives to achieve sustainable performance results, maximize growth, efficiency and long-term shareholder value creation. | Mix of stock options, RSUs, and PSUs places a substantial portion of compensation at risk and effectively links equity compensation to shareholder value creation and financial results. | | •LTI: Stock Options/RSUs | Aligns management’s interests with those of shareholders and bolsters retention. Awards are subject to a clawback in accordance with our clawback policy. | Stock options and RSUs are granted annually, with stock options having an exercise price equal to the fair market value of ordinary shares on the date of grant. Both stock options and RSUs typically vest ratably over three years, at a rate of one third per year. Stock options expire on the day immediately preceding the 10th anniversary of the grant date (unless employment terminates sooner). | | •LTI: Performance Share Program (“PSP”) | Structured to align management’s interests with those of shareholders. Amount earned cannot exceed a maximum payout of 200% of the individual target shares granted and is also subject to a clawback in accordance with our clawback policy. | PSUs granted under the PSP are earned or forfeited following the conclusion of a three-year performance period based on relative TSR and relative CROIC compared to companies within the S&P 500 Industrials Index (with equal weight given to each metric). Actual value of the PSUs earned depends on our share price at the time of payment. |
Base Salary
Base Salary The HRCC conducts an annual review of base salary competitiveness for each executive officer, including the CEO, benchmarking compensation against similarly situated executives within the peer group. Based on this assessment, the HRCC may approve adjustments considering factors such as positioning relative to external benchmarks, overall Company performance, scope and impact of the role, internal equity, leadership effectiveness, individual performance, and anticipated changes across the broader employee population. Salary adjustments may be implemented over time to maintain market competitiveness and support the Company’s ability to attract and retain key talent. The table below shows the year-end 2024 and 2025 annual base salaries for each NEO. Base salary adjustments take effect on April 1, unless otherwise noted.
Annual Incentive Matrix (“AIM”) Program
Annual Incentive Matrix (“AIM”) Program The AIM program is our annual cash incentive program designed to reward our NEOs for performance against key financial and strategic priorities, including Revenue growth, Adjusted EBITDA improvement, strong Cash Flow generation, advancement of our 2030 Sustainability Commitments and individual performance. The program is structured to provide participants with the opportunity to earn meaningful cash incentives for strong performance relative to established goals. Each year, the HRCC approves a target award for each NEO, expressed as a percentage of base salary. Actual payouts are determined based on achievement against pre-established performance objectives approved by the HRCC. An executive’s final AIM award is determined by multiplying their individual AIM target by the resulting AIM Payout Percentage as illustrated below. AIM payouts cannot exceed 200% of the target award. If the overall AIM payout score is less than 30%, no award is payable.
Annual Incentive Matrix (“AIM”) Program
| | × | | = | | × | | = | | | Financial Score: Core Financial Metrics | | Sustainability Modifier (Up to +/- 15%) | | Adjusted AIM Score | | Individual Performance Score (0% to 150%) | | AIM Payout Percentage (0% to 200%) | | 1/3 Revenue 1/3 Adjusted EBITDA 1/3 Cash Flow | | Sustainability Modifier | | Financial Score × Sustainability Modifier | | Performance against Individual Objectives | | Financial Score × Sustainability Modifier × Individual Performance Score |
Annual Incentive Matrix (“AIM”) Program
The AIM incentive opportunity is tied to pre-established financial goals for three equally weighted performance metrics (“Core Financial Metrics”): Revenue, Adjusted EBITDA and Cash Flow. These metrics reflect our focus on profitable growth, margin improvement and disciplined capital management. For each metric, threshold performance must be achieved before any payout is earned for that metric. The financial results generate payouts of 30% of target at threshold, 100% at target, and 200% at maximum performance, with results interpolated between levels. The overall financial score represents the weighted sum of the payout percentages for the three Core Financial Metrics. To reinforce the importance of sustainability in our business growth strategy, AIM payouts are subject to a modifier that may adjust results upward or downward based on the Company’s progress toward the three pillars of our 2030 Sustainability Commitments (the “Sustainability Modifier”). Beginning in 2025, the maximum impact of the Sustainability Modifier was reduced from +/-20% to +/-15%. This refinement reflects our continued progress in embedding sustainability into core strategy and operating plans, while continuing to hold management accountable for sustained progress. Such progress is evaluated as part of the HRCC’s holistic review of the Company’s key accomplishments and actions taken during the year. The Sustainability Modifier cannot increase payouts above the overall AIM cap of 200% of target. Individual performance scores reflect each NEO’s demonstration of our Leadership Principles and achievement of individual objectives aligned with enterprise priorities and our bold 2030 Sustainability Commitments. Individual performance assessments are incorporated into the final AIM award determination.
Annual Incentive Matrix (“AIM”) Program
| 46 | |
Annual Incentive Matrix (“AIM”) Program
For 2025 AIM purposes, Mr. Simmons was measured on a combination of Enterprise and Americas Region (60% Enterprise and 40% Americas Region). Mr. Regnery, Mr. Kuehn, and Dr. Atalla were measured solely on Enterprise financial metrics. Mr. Guo was not eligible to participate in the 2025 AIM program because his employment commenced during the fourth quarter of 2025. The 2025 financial goals for Revenue, Adjusted EBITDA, and Cash Flow were established in collaboration with the HRCC, taking into account prevailing market conditions, external analyst consensus growth expectations and the HRCC’s assessment of appropriate rigor. Targets generally align with the Company's publicly disclosed guidance for Revenue and Earnings Per Share and are intended to position the Company’s expected performance in the top quartile of our industrial peer group. For 2025, the targets increased meaningfully compared to 2024 levels, including increases of at least 10% for Revenue and 20% for both EBITDA and Cash Flow. Performance against these goals is summarized in the table below:
Annual Incentive Matrix (“AIM”) Program
| | Metric | Threshold Performance ($M) | Target Performance ($M) | Maximum Performance ($M) | 2025 Adjusted Performance ($M)(a) | | Enterprise | Revenue(b) | 20,636.70 | 21,274.90 | 21,913.20 | 21,037.90 | | | Adjusted EBITDA(b) | 3,847.60 | 4,275.10 | 4,702.70 | 4,283.00 | | | Cash Flow(b) | 2,309.80 | 2,887.30 | 3,464.80 | 2,907.10 | | Americas Region | Revenue(b) | 16,633.50 | 17,147.90 | 17,662.40 | 17,152.00 | | | Adjusted EBITDA(b) | 3,294.10 | 3,660.10 | 4,026.10 | 3,713.40 | | | Cash Flow(b) | 2,599.50 | 3,249.40 | 3,899.30 | 3,228.70 |
Annual Incentive Matrix (“AIM”) Program
(a)2025 Performance reflects adjustments as summarized below. (b)Financial metrics generate payout of 30% at Threshold performance, 100% at Target performance and 200% at Maximum performance. Results are interpolated between performance levels. Under the AIM program design, the HRCC retains discretion to adjust the reported financial results to reflect items such as changes in accounting principles, extraordinary or non-recurring gains or losses, or significant deviations from assumptions underlying the operating plan on which targets were established. Such adjustments are made based on the HRCC’s independent review and recommendations from the Chair and CEO. Revenue results are also adjusted to reflect the foreign exchange rates in effect when targets were set. These provisions are intended to ensure payouts appropriately reflect underlying business performance, support alignment with the Company’s operating plan and long-term strategy and avoid unintended inflation or deflation of awards. Before approving annual cash incentive payouts for the 2025 performance year, the HRCC reviewed with management key accomplishments and developments that could have affected financial performance against target. Following this review, the HRCC approved adjustments to 2025 results under the AIM program to neutralize the impact of two acquisitions completed during the year that were not contemplated when performance measures were established: Marshall Thermo King Limited and the Thermo King business in Belgium & Luxembourg, both of which closed in the first quarter. These adjustments, reflecting both positive and negative impacts, resulted in a net 0.4% decrease to payout levels and were reviewed with the Audit Committee prior to approval by the HRCC. In addition, although tariff-related impacts were discussed during the year, management did not recommend any adjustments to the AIM financial results or payout calculations. Management concluded that such impacts were effectively managed within the Company’s operating performance and did not warrant modification of the established performance outcomes. In accordance with the AIM plan design, the financial performance results are then adjusted upward or downward by a Sustainability Modifier. The Sustainability Modifier can have a positive or negative impact of up to 15% based on the Company’s progress towards our 2030 Sustainability Commitments. As a sustainability-driven growth company, Trane Technologies exemplifies how embedding sustainability in business strategy and culture can generate value for our customers and our shareholders. Our environmental sustainability objectives are science-based and aligned with our 2030 Sustainability Commitments, as well as our business performance and growth expectations, making them inherent in our Sustainability Modifier. Through our commitments, we aim to reduce greenhouse gas emissions in our worldwide operations, transportation fleets and product manufacturing processes, and lead the transition to advanced technologies that lower customer emissions from product use. Additionally, we believe that maintaining an uplifting culture drives our business success. We continually invest in our workforce to provide opportunities for everyone to thrive at work and at home and to uplift communities. In 2025, as part of the Company’s continued progress toward its 2030 Sustainability Commitments, greenhouse gas emissions from internal operations were reduced by approximately 65,000 metric tons. In addition, product-related emissions, primarily associated with customer use, were reduced by more than 90 million metric tons of CO2e. The Company also continued to expand opportunity across its workforce, broadening access to career pathways and reinforcing Trane Technologies’ position as an employer of choice for highly skilled talent. Based on a holistic review of the Company’s key accomplishments and actions taken during the year to advance progress toward its 2030 Sustainability Commitments, the HRCC determined that a +2% adjustment, was appropriate based on its evaluation of factors relevant to the Sustainability Modifier. The calculated AIM financial score, inclusive of the Sustainability Modifier, was 95.0% for the NEOs aligned to Enterprise performance and 99.6% for Mr. Simmons aligned to the Enterprise and the Americas performance.
Annual Incentive Matrix (“AIM”) Program
| 2026 Proxy Statement | 47 |
Annual Incentive Matrix (“AIM”) Program
2025 AIM payout levels for NEOs, inclusive of the adjustments laid out above and individual performance assessment for each executive, are summarized in the following table. Individual performance scores are based on each NEO’s adherence to our Leadership Principles and the achievement of their personal performance objectives, which are aligned with our enterprise goals and our 2030 Sustainability Commitments.
Annual Incentive Matrix (“AIM”) Program
| Name | AIM Target ($) | AIM Achievement For 2025(a) | AIM Award For 2025 ($) | | Mr. David S. Regnery | 2,592,500 | 109.21% | 2,831,173 | | Mr. Christopher J. Kuehn | 1,000,000 | 109.21% | 1,092,063 | | Mr. Donald E. Simmons | 637,500 | 114.51% | 729,990 | | Mr. Gary Guo(b) | N/A | N/A | N/A | | Dr. Mauro J. Atalla(c) | 487,500 | 104.46% | 502,258 |
Annual Incentive Matrix (“AIM”) Program
(a)AIM achievement percentages include each NEO’s individual performance score. (b)Mr. Guo was not eligible for participation in the AIM program for 2025 based on his employment start date of November 17, 2025. Mr. Guo’s AIM Target for 2026 is set at $520,000. (c)Dr. Atalla’s AIM award for 2025 was prorated based on his employment start date of January 6, 2025. 2026 AIM Program The HRCC believes that the current AIM program effectively focuses employees on profitable operation and growth of our business using Revenue, Adjusted EBITDA and Cash Flow metrics, while also reflecting our 2030 Sustainability Commitments. Therefore, for 2026, the AIM design is not changing.
Annual Incentive Matrix (“AIM”) Program
| 48 | |
Long-Term Incentive Program (“LTI”)
Long-Term Incentive Program (“LTI”) In 2025, our CEO received stock options (40% weight), RSUs (10% weight) and PSUs (50% weight). For the other NEOs, our long-term incentive program was comprised of stock options (25% weight), RSUs (25% weight) and PSUs (50% weight). This mix of equity-based awards places a substantial portion of compensation at risk and effectively links equity compensation to long-term shareholder value creation and financial results. LTI target awards for NEOs are established as dollar-denominated values and determined with reference to competitive long-term incentive market data for executives in comparable roles within our peer group, as well as our overall long-term incentive mix. The target award is converted into a number of shares (or share equivalent units) or stock options based on the fair market value of the Company’s shares on the date that the award is granted. Both stock options and RSUs generally vest ratably, one third per year, over a three-year period following the grant. Dividend equivalents are accrued on outstanding RSU and PSU awards at the same time and at the same rate as dividends paid to shareholders. Dividend equivalents on RSUs are only payable if the underlying RSU award has vested. At the time of vesting, one ordinary share is issued for each RSU, and any accrued dividend equivalents are paid in cash. Dividend equivalents are only paid upon vesting on the number of PSUs actually earned and vested. Dividend equivalents are payable in cash at the time the shares associated with vested PSUs are distributed unless the NEO elected to defer the shares into our executive deferred compensation plan, in which case the dividend equivalents are also deferred and subsequently settled in shares of our stock. No dividend equivalents are accrued on unexercised stock options. Stock Options/Restricted Stock Units The HRCC believes that granting a mix of stock options and RSUs provides an effective balance between performance and retention for our NEOs, and conserves share usage under our incentive stock plan. Stock options are considered “at risk” since there is no value unless the stock price appreciates during the term of the option period. RSUs, on the other hand, provide stronger retentive value because they have value even if our stock price does not grow during the restricted period. The HRCC reviews our equity mix and grant policies annually to ensure they are aligned with our pay for performance philosophy, competitive market trends, our executive compensation objectives and the interests of our shareholders. Performance Share Program (“PSP”) Our PSP is an equity-based incentive plan designed to closely align the interests of our NEOs and other key executives with those of shareholders. Under the PSP, participants have the opportunity to earn PSUs based on the Company’s relative performance in TSR and CROIC compared to companies within the S&P 500 Industrials Index. We believe that the use of relative performance metrics reinforces a pay for performance philosophy by rewarding executives for outperforming peer companies, rather than solely achieving predetermined absolute goals that may not fully reflect evolving market conditions. Because relative measures adjust dynamically based on the performance of companies within the S&P 500 Industrials Index, they provide a balanced and market-sensitive framework that mitigates the risk of fixed targets becoming misaligned due to unforeseen economic or industry developments. PSUs granted in 2025 are subject to a three-year performance period and may be earned or forfeited at the end of that period, with payouts ranging from 0% to 200% of target. Vesting is determined based equally on the Company’s relative average CROIC and relative TSR performance compared to companies within the S&P 500 Industrials Index.
Long-Term Incentive Program (“LTI”)
| Company Performance Relative to the Companies within the S&P 500 Industrials Index | 2025-2027 Measurement Period % of Target PSUs Earned* | | < 25th Percentile | 0% | | 25th Percentile | 25% | | 50th Percentile | 100% | | > 75th Percentile | 200% |
Long-Term Incentive Program (“LTI”)
* Results are interpolated between percentiles achieved. •TSR is measured as the total stock price appreciation and dividends earned during the three years of the performance cycle. To prevent an anomalous short-term change in stock price from having an inappropriate and outsized impact on payout levels, a 30-day average stock price at the beginning and ending periods is used. TSR provides an effective tool for measuring relative performance among S&P Industrial peers. •CROIC is measured by dividing Free Cash Flow by gross fixed assets (Property, Plant & Equipment) plus Working Capital (Accounts and Notes Receivable plus Inventory less Accounts and Notes Payable). CROIC is calculated in accordance with GAAP, subject to adjustments for unusual or infrequent items; the impact of any change in accounting principles; and gains or charges associated with discontinued operations or through the acquisition or divestiture of a business. The HRCC retains the authority and discretion to make downward adjustments to the calculated PSP award payouts or not to grant any award payout regardless of actual performance.
Long-Term Incentive Program (“LTI”)
| 2026 Proxy Statement | 49 |
2025 Long-Term Incentive Awards
2025 Long-Term Incentive Awards In 2025, the HRCC approved the target values for the annual long-term incentive awards granted to each NEO. These awards, comprising of stock options, RSUs and PSUs, were determined based on the HRCC’s assessment of market competitiveness, each executive’s sustained individual performance and their demonstrated ability to influence future business outcomes. The amounts reflected in the table below represent only the regular, annual equity-based awards for 2025 and do not include any sign-on, make-whole, retention or other one-time or special equity awards that may have been granted during the year. The target values for the PSU awards differ from the corresponding values reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table due to different methodologies used in assigning the economic value of equity-based awards required for accounting and Proxy Statement reporting purposes. The HRCC makes equity award decisions based on grant date expected value while the accounting and Proxy Statement values are determined in accordance with GAAP requirements. The PSU awards are earned, in part, based on TSR performance relative to the S&P 500 Industrials Index over a three-year performance period, which requires valuations to take into account the expected payout distribution from 0-200% of target for accounting and Proxy Statement purposes.
2025 Long-Term Incentive Awards
| Name | Stock Option Award ($) | RSU Award ($) | Target Value 2025-2027 PSU Award ($) | | Mr. David S. Regnery | 5,700,000 | 1,425,000 | 7,125,000 | | Mr. Christopher J. Kuehn | 1,257,500 | 1,257,500 | 2,515,000 | | Mr. Donald E. Simmons | 676,250 | 676,250 | 1,352,500 | | Mr. Gary Guo(a) | — | — | — | | Dr. Mauro J. Atalla(b) | 325,000 | 325,000 | 650,000 |
2025 Long-Term Incentive Awards
(a)Mr. Guo did not receive an annual LTI award in 2025 as his employment commenced in the fourth quarter of the year. Mr. Guo’s 2026 annual long-term incentive target value consists of $400,000 in stock options, $400,000 in RSUs and $800,000 in PSUs. In connection with Mr. Guo’s commencement of employment, he received sign-on RSU and PSU awards to replace forfeited equity compensation from his prior employer. These awards are subject to the same vesting and performance conditions as the Company’s standard RSU and PSU awards. See the 2025 Grants of Plan-Based Awards Table for additional detail. (b)In connection with Dr. Atalla’s commencement of employment, he received sign-on stock option, RSU and PSU awards to replace forfeited equity compensation from his prior employer. These awards are subject to the same vesting and performance conditions as the Company’s standard stock option, RSU and PSU awards. See the 2025 Grants of Plan-Based Awards Table for additional detail.
2023-2025 Performance Share Units Payout
2023-2025 Performance Share Units Payout As discussed above, PSUs for the three-year 2023-2025 performance period were earned based on the Company’s CROIC and TSR performance relative to the companies in the S&P 500 Industrials Index. •CROIC is measured as the average of the annual CROIC in each of the three years of the performance cycle. CROIC was 36.1% for the 2023-2025 period, which ranked at the 83rd percentile of the companies in the S&P 500 Industrials Index. •TSR is measured as the total stock price appreciation plus dividends earned during the three years of the performance cycle. To account for stock price volatility, a 30-day average stock price at the beginning and ending periods is used. TSR was 135.33% for the 2023-2025 period, which ranked at the 88th percentile of the companies in the S&P 500 Industrials Index. PSUs for the 2023-2025 performance cycle achieved 200% of target levels as summarized in the table below.
2023-2025 Performance Share Units Payout
| Performance Metric | Company Performance | Percentile Rank | Metric Payout | Weighting | Payout Level | | Relative CROIC | 36.1% | 83rd | 200% | 50% | 100% | | Relative TSR | 135.33% | 88th | 200% | 50% | 100% | | | | Total Award Payout Percentage: | | | 200% |
2023-2025 Performance Share Units Payout
Outperformance Incentive Program As disclosed in our 2025 Proxy Statement, on February 6, 2024, the HRCC approved the adoption of a special three-year Outperformance Incentive Program to drive the Company towards exceptional, profitable revenue growth beyond what is achievable under the Company’s existing AIM Program, further aligning their interests with those of our shareholders. The program runs from January 1, 2024, through December 31, 2026. As newly appointed officers, Mr. Guo and Dr. Atalla are eligible for prorated participation in the program, provided the Company meets the required performance achievement. Payout opportunities range from 0% to 200% of target, with no payout earned unless the Company achieves revenue growth over the full performance period; accordingly, no payouts have been earned or vested to date. Threshold, target and maximum payout opportunities for the NEOs are shown in the 2025 Grants of Plan-Based Awards Table.
2023-2025 Performance Share Units Payout
| 50 | |
2023-2025 Performance Share Units Payout
VI. Other Compensation and Tax Matters
Severance Arrangements
Severance Arrangements In connection with the recruitment of certain officers, we generally enter into employment arrangements that provide for severance payments upon certain termination events other than in the event of a change in control (which is covered by separate agreements with the officers). Mr. Regnery has such an arrangement in his employment agreement. In 2019 we amended our Major Restructuring Severance Plan, originally adopted in 2012, to provide certain employees, including our NEOs, with certain benefits in the event of a termination of employment without cause or for good reason under a Major Restructuring (as defined in the Post-Employment Section below). Although we do not have a formal severance policy for our executives (other than in the event of a Major Restructuring), we do have guidelines that in most cases would provide for severance in the event of termination without cause. The severance payable under the employment agreement for Mr. Regnery and the benefits available in connection with a Major Restructuring and under the severance guidelines are further described in the “Post-Employment Benefits” section of this Proxy Statement.
Severance Arrangements
| 2026 Proxy Statement | 51 |
Change-in-Control Provisions
Change-in-Control Provisions We have entered into change-in-control agreements with our NEOs. Payments are subject to a “double trigger,” meaning that payments would be received only if an officer is terminated without cause or resigns for good reason within two years following a change in control. We provide change-in-control agreements to our NEOs to focus them on the best interests of shareholders and assure continuity of management in circumstances that reduce or eliminate job security and might otherwise lead to accelerated departures. Under the Incentive Stock Plan of 2018 (“2018 Plan”), time-based awards will only vest and become exercisable or payable, as applicable, on a change in control if they are not assumed, substituted, or otherwise replaced in connection with the change in control. If the awards are assumed or continued after the change in control, the HRCC may provide that such awards will be subject to automatic vesting acceleration upon a participant’s involuntary termination within a designated period following the change in control. Furthermore, under the 2018 Plan, PSUs will automatically vest upon a change in control of the Company based on (i) the target level prorated to reflect the period the participant was in service during the performance period or (ii) the actual performance level attained, as determined by the HRCC. Outstanding PSUs would be prorated based on the target for the actual days worked during the applicable performance period. Refer to the “Post-Employment Benefits” section of this Proxy Statement for a more detailed description of the change-in-control provisions.
Timing of Awards
Timing of Awards The HRCC approves and grants our regular annual equity awards, including any annual stock option awards, on the date of the HRCC's February meeting, which is generally scheduled at least 18 months in advance and is held following the public release of our annual earnings results. Neither the Board nor the HRCC takes any material non-public information into account when determining the timing or terms of such awards. The grant date is never selected or changed to increase the value of stock options or other equity awards for executives. The Company does not time the disclosure of any material non-public information for the purpose of affecting the value of executive compensation. The following table contains information required by Item 402(x)(2) of Regulation S-K regarding stock options granted to our NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of the Company’s Annual Report on Form 10-K. The Company did not grant any stock options to our NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of any of the Company’s Quarterly Reports on Form 10-Q, or the filing or furnishing of any Current Report on Form 8-K that disclosed material nonpublic information.
Timing of Awards
(a)The amounts in this column reflect the stock option awards. (b)Stock options were granted under the 2018 Plan, which requires options to be granted at an exercise price equal to or greater than the fair market value of the Company’s ordinary shares on the date of grant. The fair market value is defined in the 2018 Plan as the closing price of the Company’s ordinary shares listed on the NYSE on the grant date. (c)Amounts in this column include the grant date fair value of the equity awards calculated in accordance with ASC 718. The Company cautions that the actual amount ultimately realized by each NEO from the stock option awards will likely vary based on a number of factors, including stock price fluctuations, differences from the valuation assumptions used and timing of exercise or applicable vesting. For a description of the assumptions made in valuing the equity awards see Note 14, “Share-Based Compensation” to the Company’s consolidated financial statements contained in its 2025 Form 10-K.
Human Resources and Compensation Committee Report
| Name and Principal Position | Year | Salary ($) | Bonus ($)(b) | Stock Awards ($)(c) | Option Awards ($)(d) | Non-Equity Incentive Plan Compensation ($)(e) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(f) | All Other Compensation ($)(g) | Total ($) | | D. S. Regnery Chair and Chief Executive Officer | 2025 | 1,512,500 | — | 8,900,397 | 5,700,010 | 2,831,173 | 7,504,885 | 813,192 | 27,262,157 | | | 2024 | 1,456,250 | — | 11,066,231 | 3,200,068 | 4,867,500 | 6,923,052 | 700,686 | 28,213,787 | | | 2023 | 1,362,500 | — | 9,487,257 | 2,875,006 | 4,059,149 | 4,487,670 | 584,762 | 22,856,344 | | C. J. Kuehn Executive Vice President and Chief Financial Officer | 2025 | 975,000 | — | 3,896,416 | 1,257,514 | 1,092,063 | 825,287 | 239,340 | 8,285,620 | | | 2024 | 899,185 | — | 3,025,879 | 875,068 | 1,800,000 | 523,725 | 206,262 | 7,330,119 | | | 2023 | 812,500 | — | 2,337,454 | 756,293 | 1,494,999 | 401,595 | 184,861 | 5,987,702 | | D. E. Simmons(a) Group President, Americas | 2025 | 737,500 | — | 2,095,610 | 676,331 | 729,990 | 1,344,471 | 177,640 | 5,761,542 | | | 2024 | 699,185 | — | 1,512,939 | 437,534 | 1,190,000 | 842,860 | 155,563 | 4,838,081 | | G. Guo(a) Senior Vice President and Chief Global Integrated Supply Chain Officer | 2025 | 81,250 | — | 3,791,425 | — | — | — | 21,770 | 3,894,445 | | M. J. Atalla(a) Senior Vice President and Chief Technology and Sustainability Officer | 2025 | 642,935 | 400,000 | 1,611,356 | 638,958 | 502,258 | — | 77,384 | 3,872,891 |