DEF 14A of Carrier Global Corp
Filed Mar 5, 2024 · FY20230001783180-24-000027
The Carrier Way
The Carrier Way The Carrier Way is our foundation, our north star. It defines our vision, values and cultural behaviors that allow us to create a workplace where we work and win, together, and always with a focus on delivering excellence, the right way.
The Carrier Way
| VISION Our aspiration; why we come to work every day. Creating solutions that matter for people and our planet. | | | VALUES Our absolutes; always do the right thing. Respect Integrity Inclusion Innovation Excellence | | | CULTURE Our behaviors; how we work and win together, while never compromising our values. | | | Passion for Customers We win when our customers win. | Achieve Results We perform, with integrity. | | Play to Win We strive to be #1 in everything we do. | Dare to Disrupt We innovate and pursue sustainable solutions. | | Choose Speed We focus and move with a bias for action. | Build Best Teams We develop diverse teams, and empower to move faster. |
Code of Ethics and Corporate Policy Manual
Code of Ethics and Corporate Policy Manual Our Code of Ethics focuses on the core values that serve as the foundation of our culture: respect, integrity, inclusion, innovation and excellence. It embodies our culture and the values that guide how we operate and achieve our goals the right way. Employees are required to annually review and acknowledge their adherence to our Code of Ethics. We encourage you to visit the Corporate Responsibility section of our website (www.corporate.carrier.com), to access Carrier’s Code of Ethics, excerpts from our Corporate Policy Manual and Environmental, Social and Governance ("ESG") framework documents. MESSAGE FROM OUR LEAD INDEPENDENT DIRECTOR
Code of Ethics and Corporate Policy Manual
| | Dear Fellow Shareowners, In 2023, Carrier took bold action to simplify its portfolio and accelerate its journey to becoming a pure-play global leader in intelligent climate and energy solutions. With the acquisition of Viessmann Climate Solutions and the planned exit of Carrier’s Fire & Security segment and commercial refrigeration business, Carrier is becoming a more focused company, well-positioned to deliver higher growth and superior value to its shareowners. The Carrier Board shares the management team’s vision of “performing while transforming” and is pleased to welcome Maximilian (Max) Viessmann as our newest director following the successful acquisition of Viessmann Climate Solutions. Max’s groundbreaking vision in digital transformation and deep knowledge of the climate and energy industries will be invaluable as Carrier continues to propel its growth strategy. 2023 was also a transition year for our Board. I began my tenure as Lead Independent Director, succeeding Dr. J.P. Garnier who, fortunately, has agreed to extend his service on the Board until 2025. His extensive global experience and deep understanding of our industry has been and will continue to be invaluable to us during this transformative period. Michael Todman and Virginia Wilson also ably stepped into new roles in 2023 as chairs of our Compensation and Governance committees. I am proud to serve on a board that is so well-positioned to guide Carrier’s management team in its mission to deliver outsized and sustainable value to shareowners. Our Board remains committed to maintaining robust oversight, especially on important governance issues. During the year, responsibility for Carrier's Environment, Social and Governance programs, goals and objectives was elevated to the full Board. This included expanding our disclosures, one of which was our submission to the Carbon Disclosure Project. Additionally, we oversaw the strengthening of Carrier's cybersecurity programs through enhanced public disclosures, external maturity assessments and a formalized governance structure to escalate critical cybersecurity risks and incidents to the Board. To further align the interests of Carrier management with those of its shareowners, we expanded Carrier’s share ownership requirements in 2023 to apply to all members of Carrier’s Executive Leadership Team. Carrier’s transformation is not just about adapting to change; it’s about embracing it. The Carrier Board will continue to help guide Carrier to sustainable, long-term value creation and engage with you, our shareowners, along the way. As shareowners, your trust and support have been instrumental in Carrier’s journey thus far, and we are committed to delivering long-term, sustainable value to you. Sincerely, John J. Greisch Lead Independent Director | | "Carrier’s transformation is not just about adapting to change; it’s about embracing it. The Carrier Board will continue to help guide Carrier to sustainable, long-term value creation and engage with you, our shareowners, along the way." | |
Code of Ethics and Corporate Policy Manual
| 2024 Proxy Statement | i |
Code of Ethics and Corporate Policy Manual
TABLE OF CONTENTS
Code of Ethics and Corporate Policy Manual
| Message from Our Lead Independent Director | i | | Table of Contents | ii | | Notice of 2024 Annual Meeting of Shareowners | 1 | | Proxy Summary | 2 | | Voting Matters | 2 | | Director Nominees and Governance | 2 | | Board and Governance Highlights | 3 | | Executive Compensation and Performance | 4 | | 2023 Performance and Business Highlights | 5 | | Independent Auditor | 5 | | Our Company | 6 | | About Carrier | 6 | | Our Business Segments | 6 | | Secular Trends Driving Growth | 6 | | Portfolio Transformation | 7 | | Advancing Solutions for Customers | 7 | | Sustainability | 8 | | Inclusion & Diversity | 10 | | Carrier Employee Scholar Program | 10 | | Corporate Social Responsibility | 10 | | PROPOSAL 1: Election of Directors | 11 | | Criteria for Board Membership | 11 | | The Board’s Self-Evaluation Process | 14 | | Board Refreshment and Nomination Process | 14 | | Nominees for the 2024 Annual Meeting | 15 | | Corporate Governance | 21 | | Compensation of Directors | 28 | | Share Ownership | 30 |
Code of Ethics and Corporate Policy Manual
| PROPOSAL 2: Advisory Vote to Approve Named Executive Officer Compensation | 32 | | Compensation Discussion and Analysis | 33 | | Report of the Compensation Committee | 48 | | Compensation Tables | 49 | | CEO Pay Ratio | 56 | | Pay Versus Performance Disclosure | 58 | | Audit Matters | 62 | | Report of the Audit Committee | 62 | | PROPOSAL 3: Ratify Appointment of Independent Auditor for 2024 | 63 | | PROPOSAL 4: Shareowner Proposal – Transparency in Lobbying | 65 | | Frequently Asked Questions About the Annual Meeting | 68 | | Other Important Information | 74 | | APPENDIX A: Reconciliation of GAAP Measures to Corresponding Non-GAAP Measures | 76 |
Code of Ethics and Corporate Policy Manual
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareowners to be held on April 18, 2024. This Notice of the 2024 Annual Meeting of Shareowners and Proxy Statement as well as Carrier’s 2023 Annual Report are available free of charge at www.proxyvote.com or at www.corporate.carrier.com. References in either document to our website are for the convenience of readers, and information available at or through our corporate website is not a part of nor is it incorporated by reference in the Proxy Statement or Annual Report. The Board of Directors of Carrier Global Corporation (the "Board") is soliciting proxies to be voted at our 2024 Annual Meeting of Shareowners on April 18, 2024, and at any postponed or reconvened meeting. We expect that the Proxy materials or a notice of internet availability will be mailed and made available to shareowners beginning on or about March 5, 2024. At the meeting, votes will be taken on the matters listed in the Notice of 2024 Annual Meeting of Shareowners.
Code of Ethics and Corporate Policy Manual
| ii | Carrier Global Corporation |
Code of Ethics and Corporate Policy Manual
| | March 5, 2024 |
Code of Ethics and Corporate Policy Manual
NOTICE OF 2024 ANNUAL MEETING OF SHAREOWNERS
Code of Ethics and Corporate Policy Manual
| Meeting Information | | DATE AND TIME April 18, 2024 8:30 a.m. Eastern time | | LOCATION Virtual Meeting www.virtualshareholdermeeting.com/CARR2024 |
Code of Ethics and Corporate Policy Manual
| Agenda | | | BOARD RECOMMENDATION | | READ MORE | | | 1 | Election of the Ten Director Nominees Named in the Proxy Statement | | | | | | | | | FOR each Director Nominee | ► Page 11 | | | 2 | Advisory Vote to Approve Named Executive Officer Compensation | | FOR | ► Page 32 | | | 3 | Ratify Appointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2024 | | | | | | | | | FOR | ► Page 63 | | | 4 | Vote on the Shareowner Proposal set forth in the Proxy Statement, if properly presented | | | | | | | | | AGAINST | ► Page 65 |
Code of Ethics and Corporate Policy Manual
| Four voting methods are available to you. | | BY THE INTERNET Visit the website on your proxy card. | | BY MAIL Sign, date and return your proxy card in the enclosed envelope. | | Please review your Proxy Statement and vote in one of the ways described here. | | BY TELEPHONE Call the telephone number on your proxy card. | | ONLINE DURING THE MEETING Vote online during the meeting by going to: www.virtualshareholdermeeting.com/CARR2024. |
Code of Ethics and Corporate Policy Manual
| Your vote is important. Please submit your proxy or voting instructions as soon as possible. | WHO MAY VOTE You are entitled to receive this Notice and to vote at the Annual Meeting if you owned shares of Carrier common stock at the close of business on February 27, 2024 (the record date for this Annual Meeting). VIRTUAL MEETING FORMAT The 2024 Annual Meeting of Shareowners will be conducted in a virtual format to facilitate attendance and to provide a consistent experience to all shareowners, regardless of location. The format is designed to ensure a level of participation commensurate with an in-person meeting and allows shareowners to: ▪vote and submit questions in advance of the Annual Meeting; and ▪access a live webcast, vote and submit questions during the Annual Meeting on April 18, 2024. Please see "Frequently Asked Questions About the Annual Meeting" on page 68 for more information about participating in the virtual meeting. By Order of the Board of Directors. Francesca Campbell Vice President, Corporate Secretary |
Code of Ethics and Corporate Policy Manual
| 2024 Proxy Statement | 1 |
Code of Ethics and Corporate Policy Manual
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Code of Ethics and Corporate Policy Manual
PROXY SUMMARY This summary highlights selected information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Voting Matters We request that you vote on the following proposals at the 2024 Annual Meeting:
Code of Ethics and Corporate Policy Manual
| Proposal | | Board Recommendation | Page | | Proposal 1 | Election of the 10 Director Nominees Named in the Proxy Statement | Vote FOR each director nominee | 11 | | Proposal 2 | Advisory Vote to Approve Named Executive Officer Compensation | Vote FOR | 32 | | Proposal 3 | Ratify Appointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2024 | Vote FOR | 63 | | Proposal 4 | Shareowner Proposal – Transparency in Lobbying | Vote AGAINST | 65 |
Code of Ethics and Corporate Policy Manual
Director Nominees and Governance
Code of Ethics and Corporate Policy Manual
| Election of Directors | | | | | What are you voting on? At the 2024 Annual Meeting,10 director nominees are to be elected to hold office until the 2025 Annual Meeting and until their successors have been elected and qualified. | | | All nominees are current directors of Carrier and were elected by shareowners at the 2023 Annual Meeting, except for Max Viessmann who joined the Board in January 2024. | | | | Our Board recommends a vote FOR each nominee | |
Code of Ethics and Corporate Policy Manual
| | Jean-Pierre Garnier, 76 Former Chief Executive Officer, GlaxoSmithKline plc Director Since: 2020 Other Current Directorships: Cellectis S.A. | | Susan N. Story, 64 Former President & Chief Executive Officer, American Water Works Company, Inc. Director Since: 2023 Other Current Directorships: Dominion Energy, Inc., Newmont Corporation | | | David L. Gitlin, 54 Chairman & Chief Executive Officer, Carrier Global Corporation Director Since: 2020 Other Current Directorships: The Boeing Company | | Michael A. Todman, 66 Former Vice Chairman, Whirlpool Corporation Director Since: 2020 Other Current Directorships: Brown-Forman Corporation, Prudential Financial, Inc., Mondelez International, Inc. | | | John J. Greisch, 68 Former President & Chief Executive Officer, Hill-Rom Holdings, Inc. Director Since: 2020 Other Current Directorships: Catalent Inc., Viant Medical | | Max Viessmann, 35 Chief Executive Officer & Member of the Executive Board, Viessmann Group GmbH & Co. KG Director Since: 2024 Other Current Directorships: Viessmann Group GmbH & Co. KG | | | Charles M. Holley, Jr., 67 Former Executive Vice President & Chief Financial Officer, Wal-Mart Stores, Inc. Director Since: 2020 Other Current Directorships: Amgen, Inc., Phillips 66, Sunrise Group Holdings, LLC | | Virginia M. Wilson, 69 Former Senior Executive Vice President & Chief Financial Officer, Teachers Insurance and Annuity Association of America Director Since: 2020 Other Current Directorships: Charles River Laboratories International, Inc. | | | Michael M. McNamara, 67 Co-Founder & Chief Executive Officer, Samara; Former Chief Executive Officer, Flex Ltd. Director Since: 2020 Other Current Directorships: Workday, Inc. | | Beth A. Wozniak, 59 Chief Executive Officer, nVent Electric plc Director Since: 2021 Other Current Directorships: nVent Electric plc |
Code of Ethics and Corporate Policy Manual
| 2 | Carrier Global Corporation |
Code of Ethics and Corporate Policy Manual
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Code of Ethics and Corporate Policy Manual
| Board Nominees | | | | | | | | | | | | | | | | | | | Sound Corporate Governance ▪Regular reviews of strategic direction and priorities ▪Regular reviews of significant risks; active oversight of Enterprise Risk Management ("ERM") program ▪Annual review of Board policies, governance practices and committee charters ▪Annual Board, committee and director evaluations; regular refreshment actions ▪80% of director nominees are independent ▪Robust Lead Independent Director with explicit responsibilities ▪Regular meetings of independent directors led by Lead Independent Director ▪Annual election of all directors ▪Majority voting for directors in uncontested elections ▪Rigorous share ownership requirements for directors and senior management ▪Directors required to hold company-granted equity until retirement ▪Hedging, short sales and pledging of Carrier securities prohibited ▪Eligible shareowners can make proposals and nominate directors through proxy access ▪Shareowners may act by written consent ▪15% of shareowners may call special meetings ▪No supermajority shareowner voting requirements ▪98% attendance at Board meetings in 2023 ▪96% attendance at committee meetings in 2023 | | TENURE 3.3 years average tenure | | | | | | | AGE 63 average age | | | | | | | | | | | | | | 7 members on Board since separation from UTC | | | 3 new Board members in last 3 years | | | | 3 < 60 years | | | 1 60-65 years | | | 6 > 65 years | | | | | | | | DIVERSITY 4 of 10 (40%) Board nominees are diverse 2 of 5 (40%) Board leadership positions are held by diverse members Our policy is to build a board representing a broad range of personal characteristics and diversity of perspectives | | | | | | | INDEPENDENCE Our 10-member Board of Directors includes our Chairman & Chief Executive Officer, one additional non-independent director and eight independent directors All independent directors meet the heightened independence standards for our Audit Committee and Compensation Committee | | | | | | | | | | | | | | 3 Female (30%) | 1 Racially Diverse (10%) | | | | | | 8 Independent (80%) | | | | 2 Not Independent (20%) | | | | | | | | | | Susan N. Story Virginia M. Wilson Beth A. Wozniak | Michael A. Todman | | | | | | | | | | | | | | | | | | | | Skills, Experience and Diversity Our director nominees' most significant skills, experience and attributes are highlighted in the following matrix. The matrix is intended as a high-level summary and not an exhaustive list of each director's skills or contributions to the Board. Board committees reflect committee memberships as of the date of this Proxy Statement. | | | | | | | | | | | | | | | | | | | | | | | KEY SKILLS, EXPERIENCES AND ATTRIBUTES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BOARD COMMITTEES | | | | | | NAME | | | | | | | | | | | | | | | A | C | G | T | | | Jean-Pierre Garnier | | | | | | | | | | | | | | | | | | | | | David L. Gitlin | | | | | | | | | | | | | | | | | | | | | John J. Greisch | | | | | | | | | | | | | | | | | | | | | Charles M. Holley, Jr. | | | | | | | | | | | | | | | | | | | | | Michael M. McNamara | | | | | | | | | | | | | | | | | | | | | Susan N. Story | | | | | | | | | | | | | | | | | | | | | Michael A. Todman | | | | | | | | | | | | | | | | | | | | | Max Viessmann | | | | | | | | | | | | | | | | | | | | | Virginia M. Wilson | | | | | | | | | | | | | | | | | | | | | Beth A. Wozniak | | | | | | | | | | | | | | | | | | | | | ATTENDANCE | | | QUALIFICATIONS AND ATTRIBUTES | | | | | | | | COMMITTEES | | | | | | | | | | Directors attended 98% of the meetings of the Board and 96% of the meetings of the committees on which they served in 2023. | | | Financial | | | | Knowledge of Company/Industry | | | | A Audit Committee C Compensation Committee G Governance Committee T Technology & Innovation Committee | | | | | | Member | | | | | | | Human Capital Management | | | | Marketing/Sales | | | | | | | | | | Chair | | | | | | | Innovation, Digital Technology and Cybersecurity | | | | Risk Management/Oversight | | | | | | | | | | | | | | | | | International Business Operations | | | | Senior Leadership | | | | | | | | | | | | | | | | | Diversity | | | | | | | | | | | | | | | | |
Code of Ethics and Corporate Policy Manual
| 2024 Proxy Statement | 3 |
Code of Ethics and Corporate Policy Manual
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Code of Ethics and Corporate Policy Manual
Executive Compensation and Performance
Code of Ethics and Corporate Policy Manual
| Advisory Vote to Approve Named Executive Officer (NEO) Compensation | | | | | What are you voting on? We are asking our shareowners to approve, on an advisory basis, the compensation paid to Carrier's named executive officers disclosed in this Proxy Statement. We hold say-on-pay votes annually. | | | The Board believes that our compensation policies and practices are effective in achieving the goals of the compensation program, and that our actions have been responsive to shareowner feedback related to last year’s say-on-pay vote. | | | | Our Board recommends a vote FOR the say-on-pay proposal | |
Code of Ethics and Corporate Policy Manual
The overall objective of the compensation program is to encourage and reward the creation of sustainable, long-term shareowner value. The current elements of the executive compensation program directly align the interests of the executives and shareowners, are competitive, motivate achievement of short- and long-term financial goals and strategic objectives, and align realized pay with performance. 2023 Executive Compensation Program Principal Components
Code of Ethics and Corporate Policy Manual
| ELEMENT | FORM OF AWARD | | | | | | | PERIOD | | | | BASE SALARY | | | | | | | Cash | One year | | | | ANNUAL BONUS | | | At-Risk Pay | Performance-Based Pay | | | Cash | One year | | | | LONG-TERM INCENTIVES (LTI) | Stock Appreciation Rights (SARs) 50% | Vest after three years | | | | | Performance Share Units (PSUs) 50% | Vest after three years | | |
Code of Ethics and Corporate Policy Manual
| CEO 2023 | Other NEOs 2023 | | | |
Code of Ethics and Corporate Policy Manual
For the calculations above, total target direct compensation for 2023 includes annual base salary, the target value of annual bonus compensation and the target value of annual LTI awards, but does not include the target value of other special, one-time grants (e.g., sign-on or retention equity awards).
Code of Ethics and Corporate Policy Manual
| 4 | Carrier Global Corporation |
Code of Ethics and Corporate Policy Manual
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Code of Ethics and Corporate Policy Manual
2023 Performance and Business Highlights
Code of Ethics and Corporate Policy Manual
| | GAAP | | Adjusted* | | Net sales (dollars in billions) | | | | | Operating profit (dollars in billions) | | | | | Operating margin (percent) | | | | | Earnings per share (dollars per share) | | | | | Net cash flows from operating activities/ Free cash flow (dollars in billions) | | | | | | *See Appendix A beginning on page 76 for information regarding non-GAAP measures and a reconciliation of each non-GAAP measure to the most comparable GAAP measure. | | | | ▪Carrier delivered strong 2023 operating performance as it started executing its portfolio transformation. In April 2023, the company announced its acquisition of Viessmann Climate Solutions, which was completed on January 2, 2024. ▪The company also announced plans to exit its Fire & Security segment and commercial refrigeration business. ▪2023 net sales increased 8% year-over-year, with organic sales growth of 3% primarily due to strong price realization. Carrier gained share in all major segments and grew aftermarket by double digits for a third consecutive year. ▪2023 GAAP operating profit, operating margin and earnings per share ("EPS") comparisons to 2022 were impacted by portfolio transformation-related activities in both periods, including large gains in 2022 associated with the increase in our ownership interest in Toshiba Carrier Corporation (TCC) and the sale of Chubb. ▪Adjusting for these and other non-operational items, Carrier had another year of strong financial performance resulting in double-digit adjusted operating profit growth and adjusted operating margin expansion. | | ▪Operating profit was lower compared to 2022 due to the previous year’s gains. Strong price/cost management and productivity drove the increase in adjusted operating profits in 2023. ▪Operating margin decreased 53% compared with last year primarily due to the portfolio transformation-related activities in 2023, while adjusted operating margin expanded 30 basis points despite a ~50-basis-point headwind from consolidating TCC, reflecting strong price/cost and productivity performance. ▪GAAP EPS and adjusted EPS benefited from strong operating performance along with lower net interest expense and a lower share count. GAAP EPS decreased as a result of portfolio transformation-related activities. ▪Cash from operating activities increased 50% versus the prior year driven by strong working capital performance. This also led to a free cash flow increase of 50% compared to 2022. | |
Code of Ethics and Corporate Policy Manual
Independent Auditor
Code of Ethics and Corporate Policy Manual
| Ratify Appointment of Independent Auditor for 2024 | | | | | What are you voting on? | | | | | We are asking our shareowners to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as Carrier's independent registered public accounting firm for the fiscal year ending December 31, 2024. | | | The Audit Committee and the Board believe that the continued retention of PwC as our independent auditor is in the best interest of the company and our shareowners. | | | | Our Board recommends a vote FOR the ratification of the appointment of PwC to serve as the company’s independent auditor for 2024 | |
Code of Ethics and Corporate Policy Manual
| 2024 Proxy Statement | 5 |
Code of Ethics and Corporate Policy Manual
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Code of Ethics and Corporate Policy Manual
OUR COMPANY About Carrier Carrier is a global leader in intelligent climate and energy solutions, with a diverse and world-class workforce. Through our performance-driven culture, we are creating long-term shareowner value by growing earnings and investing strategically to strengthen our position in the markets we serve. Our Business Segments
Code of Ethics and Corporate Policy Manual
| | HVAC As a global leader in intelligent climate and energy solutions, Carrier is at the forefront of heating, ventilating and cooling solutions for residential, commercial and industrial customers around the world. Through an industry-leading family of HVAC brands, our global presence, and our innovative and differentiated digital solutions, we are transforming the built environment to be more energy efficient, sustainable and autonomous. Our solutions help customers achieve their targeted outcomes, including Abound, which monitors over 1.1 billion square feet of building space to help improve indoor air quality, and enhance occupant comfort and productivity. | | | Refrigeration Carrier is a global leader in cold chain transport equipment and monitoring solutions with the largest distribution network of nearly 1,700 dealers, distributors and service centers. We differentiate ourselves with both scale and technology to serve as a trusted partner throughout the cold chain. We are helping lead the shift toward electrification, more connected technologies and refrigerants with lower global warming potential. Carrier’s Lynx digital ecosystem offers a suite of advanced analytics solutions that provides customers with enhanced visibility, increased connectivity and actionable intelligence across their cold chain operations. | | | Fire & Security With industry-leading brands like Kidde, Edwards, LenelS2, Det-Tronics and GST, customers trust us for all their safety and security needs, from the most complex jobs to the simplest conveniences. We offer a comprehensive suite of lifecycle solutions, connected technologies, mobile applications and cloud-based services. We lead the market in innovation, from best-in-class water mist technology with Marioff to industry-first smart, integrated indoor air quality, smoke and carbon monoxide detectors for the home. |
Code of Ethics and Corporate Policy Manual
Secular Trends Driving Growth As a global leader in intelligent climate and energy solutions for buildings and homes, and across the cold chain, Carrier is uniquely positioned to lean into secular trends that are transforming our industry and the world. These trends include a growing middle class, climate change, energy security and stability, and digitalization. As cities grow, competing demands for natural resources strain infrastructure and food supply. Heating and cooling of buildings and homes, together with food waste, contribute an estimated 25% of annual global greenhouse gas emissions,1 significantly impacting global warming and climate change. Carrier is addressing these challenges head-on through breakthrough innovation, electrification, energy-efficient solutions, the use of refrigerants with lower global warming potential, connected ecosystems and more to help mitigate climate change and help enable the transition to clean energy. 1Based on estimates from the International Energy Agency, the U.S. Energy Information Administration and the UNEP Food Waste Index Report 2021.
Code of Ethics and Corporate Policy Manual
| 6 | Carrier Global Corporation |
Code of Ethics and Corporate Policy Manual
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Code of Ethics and Corporate Policy Manual
| Portfolio Transformation | | At Carrier, we are evolving our business to take on the challenges of climate change. On January 2, 2024, we completed the acquisition of the climate solutions business (the “VCS Business”) of Viessmann Group GmbH & Co. KG (“Viessmann Group”). The addition positions Carrier as a digitally enabled, end-to-end sustainable climate and energy solutions provider that addresses all heating, cooling, renewables, solar photovoltaic technology, battery storage and energy management needs for the home and office. The combination enhances Carrier’s existing portfolio with access to the iconic Viessmann brand, a leading provider of highly efficient and renewable climate solutions with a more than 100-year record of innovation and sustainability and a differentiated direct-to-installer channel model. In addition to our acquisition of Toshiba Carrier Corp. in 2022, Viessmann Climate Solutions’ 12,000 team members further strengthen Carrier’s position as the leading HVAC provider globally, now positioning Carrier in the fast-growing residential and light commercial space in Europe. The acquisition of Viessmann Climate Solutions, together with the planned exits of our Fire & Security segment and commercial refrigeration business, will transform Carrier into a more focused, higher-growth business, further strengthening the company’s global leadership position in intelligent climate and energy solutions. |
Code of Ethics and Corporate Policy Manual
Advancing Solutions for Customers
Key Skills and Experience
Key Skills and Experience In addition to the attributes expected of each director, the Board, through its self-evaluation process and in consultation with the Governance Committee, has identified below the skills and experience that are essential to the oversight and implementation of Carrier’s business and strategy requirements.
Key Skills and Experience
| | Financial | We place paramount importance on accurate financial reporting and robust financial controls and compliance. Therefore, we seek directors who have served in senior leadership roles of a financial function and/or the management of a large business that has resulted in a proficiency with complex financial management, financial reporting, capital allocation, capital markets, and mergers and acquisitions. | | | Human Capital Management | Experience in effectively recruiting, engaging, developing and retaining a talented workforce is crucial. We believe that our employees are our most important asset and that, in turn, our success and growth depend in large part on our ability to attract, retain and develop a diverse population of talented and high-performing employees at all levels of the company. | | | Innovation, Digital, Technology and Cybersecurity | Experience with or oversight of innovation (including developing and adopting new technologies), digital solutions, engineering, information systems and cybersecurity are skill sets that are vital to overseeing Carrier's transformation from an equipment manufacturer to a provider of digitally enabled lifecycle solutions. | | | International Business Operations | International business experience ensures that valued business, political and cultural perspectives are included in the Board’s deliberations. Carrier has operations around the world, and a significant portion of our sales derive from outside the United States. | | | Knowledge of Company/Industry | Knowledge or experience with Carrier’s businesses and/or products and services, whether acquired through service as a senior leader or as a board member of a relevant business, affords a deeper understanding of Carrier's strategic, operating, regulatory and competitive environment. | | | Marketing/Sales | Marketing and sales experience is beneficial as we focus on forming and strengthening customer relationships to provide our digitally enabled lifecycle solutions that create recurring revenue opportunities. | | | Risk Management/ Oversight | Risk Management experience is critical to the Board’s role in overseeing and understanding enterprise risk exposures, including compliance, cybersecurity, financial, human capital, operational, political, regulatory, reputational and strategic risks. | | | Senior Leadership | Extensive leadership experience with a significant enterprise provides a practical understanding of Carrier's organization, processes and strategic planning, and the challenges associated with developing talent and driving change and long-term growth. |
Key Skills and Experience
The matrix on page 3 displays the most significant skills, experience and attributes of each director. The Governance Committee regularly reviews the composition of the Board to ensure that it maintains a balance of skills, experience and diversity of perspectives, and to assess whether there are gaps in light of current and anticipated strategic plans and business requirements.
Key Skills and Experience
| 2024 Proxy Statement | 13 |
Key Skills and Experience
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Key Skills and Experience
The Board’s Self-Evaluation Process
Key Skills and Experience
| The Board believes that robust and constructive self-evaluation is an essential element of good corporate governance. To this end, each year the Board evaluates its own performance and that of the standing committees and individual directors. The self-evaluation informs the Board’s consideration of the following: ▪Board leadership and structure ▪Membership criteria ▪Refreshment objectives, including committee assignments and succession planning ▪Opportunities to increase the Board’s overall effectiveness, including the addition of new skills and experience and diverse perspectives John Greisch, our Lead Independent Director, led the 2023 evaluation process and conferred with the directors individually to allow for their candid assessments of peer contributions and performance as well as Board and committee effectiveness. Mr. Greisch provided a summary of his conversations to the Board, which included feedback regarding the following topics: | Our Lead Independent Director leads the annual self-evaluation. |
Key Skills and Experience
| ▪The size and effectiveness of the Board and its committees ▪Board and committee leadership and committee assignments ▪The diversity, skills and experience of individual directors and the Board as a whole | ▪The Board's review of strategy and risk, including potential areas of disruption and ESG oversight ▪The effectiveness of management's relationship with the Board ▪Succession planning for CEO and senior leadership |
Key Skills and Experience
Board Refreshment and Nomination Process The Board’s annual evaluation of its effectiveness encompasses the following questions, actions and outcomes, and plays an integral role in the refreshment and nomination process.
Key Skills and Experience
| Does the Board have the most effective leadership and committee structure? Does the Board have the right membership criteria? Do the directors reflect the most effective mix of skills and experience and diversity of perspectives? | } | Based on these considerations, the Board adjusts as necessary its structure, composition, recruitment and nominations to enhance its effectiveness on a continual basis. | } | 2023-2024 Outcomes ▪Designated John J. Greisch as Lead Independent Director ▪Appointed new chairs of Governance Committee and Compensation Committee ▪Increased the size of the Board and broadened the skills, experience and diversity of its leadership and members ▪Refreshed committee membership assignments ▪Appointed Max Viessmann a director. He brings valuable expertise in digitalization, sustainability and technology, and in the climate and energy industries. ▪Nominated 10 candidates for election at the 2024 Annual Meeting |
Key Skills and Experience
The Board’s self-evaluation process is expected to contribute to the consideration of each incumbent as part of the refreshment and nomination process. A shareowner may recommend a director candidate by writing to Carrier’s Corporate Secretary (see "How Do I Contact the Corporate Secretary's Office" on page 73 for contact information). The Governance Committee or Board also may engage search firms to assist in identifying and evaluating candidates and to ensure that the Board is considering a larger and more diverse pool of candidates.
Key Skills and Experience
| 14 | Carrier Global Corporation |
Key Skills and Experience
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Key Skills and Experience
The Board believes that new ideas and perspectives are critical to a forward-looking board, as are the valuable experiences and deep understanding of Carrier’s business that a longer serving director offers. Our Corporate Governance Principles and Bylaws do not impose term limits on directors because the Board believes that a director who serves for an extended period will often be uniquely positioned to provide insight and perspective regarding Carrier’s operations and strategic direction. Our Corporate Governance Principles provide that directors retire at the Annual Meeting after reaching age 75, unless the Board makes an exception to the policy in special circumstances. Upon the recommendation of the Governance Committee, the Board approved this exception for Dr. Garnier and nominated him for election at the 2024 Annual Meeting due to his deep and unique understanding of Carrier's business, industry and growth strategy gained during his tenure as a director of United Technologies Corporation ("UTC"), renamed Raytheon Technologies Corporation ("Raytheon" or "RTX"), and his extensive experience leading and overseeing European businesses. The Board believes that Mr. Garnier's unique perspectives, experience and leadership will be critical as Carrier integrates the VCS Business and completes our announced portfolio transformation. Nominees for the 2024 Annual Meeting The Board, upon the recommendation of the Governance Committee, has nominated for election to the Board the 10 individuals presented in this Proxy Statement. All are current directors of Carrier and were elected by the shareowners at the 2023 Annual Meeting, except for Mr. Viessmann who joined the Board in January 2024 in connection with the acquisition of the VCS Business. After joining the Viessmann Group in 2015 to lead its digital transformation efforts, Mr. Viessmann now serves as its Chief Executive Officer and member of its Executive Board. Mr. Viessmann brings experience to both the Board and the Technology & Innovation Committee with his global business management, digitalization and alternative energy sources that are invaluable for Carrier's transformation into a digitally enabled and end-to-end sustainable climate and energy solutions provider. If, prior to the 2024 Annual Meeting, any nominee becomes unavailable to serve, the Board may select a replacement nominee or reduce the number of directors to be elected. If the Board selects a replacement nominee before the 2024 Annual Meeting, the proxy holders will vote the shares for which they serve as proxy for that replacement nominee.
Key Skills and Experience
| Our Board of Directors recommends a vote FOR the election of each of the nominees presented in the Proxy. |
Key Skills and Experience
| Jean-Pierre Garnier, Ph.D. Independent Former Chief Executive Officer GlaxoSmithKline plc AGE: 76 | DIRECTOR SINCE: 2020 | COMMITTEES: Compensation, Technology & Innovation | | | | CAREER HIGHLIGHTS ▪Advent International (global private equity) ▪Operating Partner, since 2011 ▪Pierre Fabre S.A. (pharmaceuticals) ▪Chief Executive Officer, 2008 to 2010 ▪GlaxoSmithKline plc (pharmaceuticals) ▪Chief Executive Officer and Executive Member of the Board of Directors, 2000 to 2008 ▪SmithKline Beecham plc (pharmaceuticals) ▪Chief Executive Officer, 2000 ▪Chief Operating Officer and Executive Member of the Board of Directors, 1996 to 2000 OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪Cellectis S.A., (non-executive Chairman), since 2020 | FORMER DIRECTORSHIPS ▪Carmat (non-executive Chairman), 2018 to 2022 ▪Radius Health, Inc., 2015 to 2022 ▪United Technologies Corporation, 1997 to 2020 ▪Idorsia Pharmaceuticals Ltd. (non-executive Chairman), 2017 to 2020 ▪Actelion Ltd. (non-executive Chairman), 2011 to 2017 ▪Renault S.A., 2009 to 2016 ▪Alzheon, Inc. (non-public), 2015 to 2018 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Member, Advisory Board of Newman’s Own Foundation ▪Knight Commander of the Order of the British Empire ▪Officier de la Légion d’Honneur of France ▪Member, Board of Directors, Max Planck Institute, 2013 to 2019 | |
Key Skills and Experience
| 2024 Proxy Statement | 15 |
Key Skills and Experience
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Key Skills and Experience
| David L. Gitlin Chairman & Chief Executive Officer AGE: 54 | DIRECTOR SINCE: 2020 | COMMITTEES: None | | | | CAREER HIGHLIGHTS ▪Carrier ▪Chairman, since 2021 ▪President & Chief Executive Officer, since 2019 ▪United Technologies Corporation (diversified manufacturer) ▪President & Chief Operating Officer, Collins Aerospace Systems, 2018 to 2019 ▪President, UTC Aerospace Systems, 2015 to 2018 ▪President, Aircraft Systems, UTC Aerospace Systems, 2013 to 2015 ▪Various senior positions since joining United Technologies in 1997, including: –President, Aerospace Customers & Business Development, Hamilton Sundstrand | –President, Auxiliary Power, Engine & Control Systems, Hamilton Sundstrand –Vice President and General Manager, Power Systems, Hamilton Sundstrand –Vice President, Pratt & Whitney Programs, Hamilton Sundstrand –General Manager, Rolls-Royce/General Electric Programs, Hamilton Sundstrand –Various positions at UTC headquarters and Pratt & Whitney OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪The Boeing Company, since 2022 (aerospace safety; finance) | |
Key Skills and Experience
| John J. Greisch Lead Independent Director Former President & Chief Executive Officer Hill-Rom Holdings, Inc. AGE: 68 | DIRECTOR SINCE: 2020 | COMMITTEES: Compensation, Technology & Innovation | | | | CAREER HIGHLIGHTS ▪TPG Capital (global private equity) ▪Senior Advisor, since 2018 ▪Hill-Rom Holdings, Inc. (medical technology) ▪President & Chief Executive Officer, 2010 to 2018 ▪Baxter International, Inc. (health care) ▪President, International Operations, 2006 to 2009 ▪Chief Financial Officer, 2004 to 2006 ▪President, Bioscience, 2003 to 2004 ▪FleetPride Corporation (truck and trailer parts distributor) ▪President & Chief Executive Officer, 1998 to 2001 ▪The Interlake Corporation (metal products), various positions, 1986 to 1997 ▪Price Waterhouse (public accounting), various positions, 1978 to 1985 | OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪Catalent, Inc., since 2023 (executive chair) ▪Viant Medical (non-public) (non-executive Chairman), since 2018 FORMER DIRECTORSHIPS ▪Cerner Corporation, 2019 to 2022 ▪Idorsia Pharmaceuticals Ltd., 2017 to 2020 ▪Hill-Rom Holdings, Inc., 2010 to 2018 ▪Actelion Ltd., 2013 to 2017 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Member, Board of Directors, Ann & Robert H. Lurie Children’s Hospital of Chicago | |
Key Skills and Experience
| 16 | Carrier Global Corporation |
Key Skills and Experience
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Key Skills and Experience
| Charles M. Holley, Jr. Independent Former Executive Vice President & Chief Financial Officer Wal-Mart Stores, Inc. AGE: 67 | DIRECTOR SINCE: 2020 | COMMITTEES: Audit (Chair), Governance | | | | CAREER HIGHLIGHTS ▪Wal-Mart Stores, Inc. (retail and eCommerce) ▪Executive Vice President, 2016 ▪Executive Vice President & Chief Financial Officer, 2010 to 2015 ▪Executive Vice President, Finance and Treasurer, 2007 to 2010 ▪Senior Vice President, Finance, 2005 to 2007 ▪Senior Vice President & Controller, 2003 to 2005 ▪Various roles with Wal-Mart International, 1994 to 2002 ▪Deloitte LLP (public accounting) ▪Independent Senior Advisor, U.S. CFO Program, 2016 to 2019 ▪Tandy Corporation (electronics retailer), various roles ▪Ernst & Young LLP (public accounting), various roles | OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪Amgen, Inc., since 2017 (audit, chair; governance) ▪Phillips 66, since 2019 (audit; public policy; sustainability) ▪Sunrise Group Holdings, LLC (non-public), since 2023 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Member, Dean’s Advisory Board, McCombs School of Business, The University of Texas at Austin ▪Member, Presidents’ Development Board, The University of Texas at Austin ▪Member, MSB Foundation, The University of Texas at Austin | |
Key Skills and Experience
| Michael M. McNamara Independent | | | | | Co-Founder & Chief Executive Officer Samara | Former Chief Executive Officer Flex Ltd. | | | | AGE: 67 | DIRECTOR SINCE: 2020 | COMMITTEES: Governance, Technology & Innovation (Chair) | | | | | CAREER HIGHLIGHTS ▪Samara (backyard home manufacturer) ▪Co-Founder and Chief Executive Officer, since 2022 ▪Airbnb, Inc. (Samara division) ▪Head, 2020 to 2022 ▪Eclipse Ventures (venture capital) ▪Venture partner, 2019 to 2022 ▪Flex Ltd. (product development firm) ▪Chief Executive Officer, 2006 to 2018 ▪Various roles since joining Flex Ltd. in 1994, including Chief Operating Officer OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪Workday, Inc., since 2011 (audit; governance) | | FORMER DIRECTORSHIPS ▪PCH International Holdings (non-executive Chairman), 2019 to 2023 ▪Skyryse, 2019 to 2022 ▪Slack Technologies, Inc., 2019 to 2021 ▪Flex Ltd., 2005 to 2018 ▪Delphi Corporation, 2009 to 2012 ▪MEMC Corporation, 2007 to 2011 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Member, Advisory Board, New Legacy Opportunity Fund ▪Member, Visiting Committee Advisory Board, MIT Sloan School of Management | |
Key Skills and Experience
| 2024 Proxy Statement | 17 |
Key Skills and Experience
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Key Skills and Experience
| Susan N. Story Independent Former President & Chief Executive Officer American Water Works Company, Inc. AGE: 64 | DIRECTOR SINCE: 2023 | COMMITTEES: Audit, Compensation | | | | CAREER HIGHLIGHTS ▪American Water Works Company, Inc. (water and wastewater utility) ▪President and Chief Executive Officer, 2014 to 2020 ▪Senior Vice President and Chief Financial Officer, 2013 to 2014 ▪Southern Company (gas and electric utility holding company) ▪Chief Executive Officer, Southern Company Services, Inc., and Executive Vice President, Southern Company, 2011 to 2013 ▪President and Chief Executive Officer, Gulf Power Company, Inc., 2003 to 2010 ▪Executive Vice President, Engineering and Construction, 2001 to 2003 ▪Senior Vice President, Southern Power Company, 2001 to 2003 | OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪Dominion Energy, Inc., since 2017 (sustainability and corporate responsibility, chair; finance & risk oversight; compensation and talent development) ▪Newmont Corporation, since 2020 (audit) FORMER DIRECTORSHIPS ▪Raymond James Financial, Inc., 2008 to 2023 (former Lead Independent Director) ▪American Water Works Company, Inc., 2014 to 2020 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Board of Advisors, H. Lee Moffitt Cancer Center and Research Institute | |
Key Skills and Experience
| 18 | Carrier Global Corporation |
Key Skills and Experience
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Key Skills and Experience
| Michael A. Todman Independent Former Vice Chairman Whirlpool Corporation AGE: 66 | DIRECTOR SINCE: 2020 | COMMITTEES: Audit, Compensation (Chair) | | | | CAREER HIGHLIGHTS ▪Whirlpool Corporation (home appliances and related products) ▪Vice Chairman, 2014 to 2015 ▪President, Whirlpool International, 2006 to 2007 and 2009 to 2014 ▪President, Whirlpool North America, 2007 to 2009 ▪Executive Vice President, Whirlpool Corporation, and President, Whirlpool Europe, 2001 to 2005 ▪Various capacities since joining Whirlpool in 1993, including management, operations, sales and marketing positions in North America and Europe ▪Wang Laboratories, Inc., (computers), various roles ▪Price Waterhouse (public accounting), various roles OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪Brown-Forman Corporation, since 2014 (lead independent director; audit, chair; governance and nominating) ▪Prudential Financial, Inc., since 2016 (lead independent director; compensation and human capital, chair; executive, chair; finance) ▪Mondelez International, Inc., since 2020 (people and compensation, chair; governance) | FORMER DIRECTORSHIPS ▪Newell Brands, Inc., 2007 to 2020 ▪Whirlpool Corporation, 2006 to 2015 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Chairman, Board of Directors, Boys & Girls Clubs of Benton Harbor, Michigan ▪President, Whirlpool Foundation ▪Board of Directors, Corewell Health ▪Board of Directors, Cornerstone Alliance | |
Key Skills and Experience
| Max Viessmann Chief Executive Officer & Member of the Executive Board Viessmann Group GmbH & Co. KG AGE: 35 | DIRECTOR SINCE: 2024 | COMMITTEES: Technology & Innovation | | | | CAREER HIGHLIGHTS ▪Viessmann Group, since 2015 ▪Chief Executive Officer and Member of the Executive Board, since 2017 ▪The Boston Consulting Group, 2013-2015 ▪Angel investor in Europe and Asia, since 2011 | OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪Viessmann Group, since 2017 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Chairman, Advisory Council of the German Cancer Research Center | |
Key Skills and Experience
| 2024 Proxy Statement | 19 |
Key Skills and Experience
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Key Skills and Experience
| Virginia M. Wilson Independent Former Senior Executive Vice President & Chief Financial Officer Teachers Insurance and Annuity Association of America AGE: 69 | DIRECTOR SINCE: 2020 | COMMITTEES: Audit, Governance (Chair) | | | | CAREER HIGHLIGHTS ▪Teachers Insurance and Annuity Association of America (financial services) ▪Senior Executive Vice President & Chief Financial Officer, 2010 to 2019 ▪Wyndham Worldwide (hospitality) ▪Executive Vice President & Chief Financial Officer, 2006 to 2009 ▪Cendant Corporation (consumer services in real estate and travel industries) ▪Executive Vice President & Chief Accounting Officer, 2003 to 2006 ▪MetLife, Inc. (insurance) ▪Senior Vice President & Controller, 1999 to 2003 ▪Transamerica Life Insurance Companies ▪Senior Vice President & Controller and other finance roles, life insurance division, 1995 to 1999 ▪Deloitte & Touche LLP (public accounting) ▪Audit partner | OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪Charles River Laboratories International, Inc., since 2019 (audit, chair; governance) FORMER DIRECTORSHIPS ▪Conduent, Inc., 2017 to 2020 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Member, Board of Trustees, Catholic Charities of the Archdiocese of New York | |
Key Skills and Experience
| Beth A. Wozniak Independent Chair and Chief Executive Officer nVent Electric plc AGE: 59 | DIRECTOR SINCE: 2021 | COMMITTEES: Governance, Technology & Innovation | | | | CAREER HIGHLIGHTS ▪nVent Electric plc (global provider of electrical connection and protection solutions) ▪Chair and Chief Executive Officer, since 2023 ▪Chief Executive Officer and Director, 2018 to 2023 ▪Pentair plc (industrial manufacturing) ▪President, Electrical segment, 2017 to 2018 ▪President, Flow & Filtration Solutions global business unit, 2015 to 2016 ▪Honeywell International, Inc. (technology and manufacturing) and its predecessor Allied Signal Inc. ▪Various executive leadership and program management positions from 1990 to 2015, including: –President, Environmental and Combustion Controls business –President, Sensing and Control business –Vice President, Business Integration –Vice President, Six Sigma –Vice President, Engineering and Program Management | OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪nVent Electric plc, since 2018 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Officer and Vice-Chair, National Electrical Manufacturers Association (NEMA) | |
Key Skills and Experience
| 20 | Carrier Global Corporation |
Key Skills and Experience
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Key Skills and Experience
Corporate Governance
2023 Director Compensation
2023 Director Compensation The following table sets forth information regarding the 2023 compensation paid to our directors.
2023 Director Compensation
| NAME | FEES EARNED OR PAID IN CASH($) | STOCK AWARDS($)1 | ALL OTHER COMPENSATION($)2 | TOTAL($) | | Jean-Pierre Garnier | — | 310,000 | 833 | 310,833 | | John J. Greisch | — | 345,000 | 2,736 | 347,736 | | Charles M. Holley, Jr. | 134,000 | 201,000 | 4,796 | 339,796 | | Michael M. McNamara | — | 330,000 | 833 | 330,833 | | Susan N. Story | — | 325,000 | 4,138 | 329,138 | | Michael A. Todman | 138,000 | 207,000 | 3,299 | 348,299 | | Max Viessmann3 | — | — | — | — | | Virginia M. Wilson | 140,668 | 211,000 | 25,000 | 376,668 | | Beth A. Wozniak | 124,000 | 186,000 | 880 | 310,880 |
2023 Director Compensation
1Stock Awards consist of the grant date fair value of the DSU awards credited to the non-employee director’s account, including any portion of the annual cash retainer that the non-employee director elected to receive as DSUs. The value of the DSU awards was calculated in accordance with FASB ASC Topic 718 using assumptions described in Note 14 – Stock-Based Compensation to the accompanying Notes to the Consolidated Financial Statements in Carrier’s 2023 Annual Report on Form10-K. The number of units credited to each non-employee director in 2023 was calculated by dividing the value of the award by $45.38, the NYSE closing price per share of Carrier common stock on April 20, 2023, the date of the 2023 Annual Meeting. 2Amounts in this column include incidental benefits, matching contributions on behalf of Ms. Wilson ($25,000) to an eligible nonprofit organization under the company’s matching gift program, which covers non-employee directors as well as company employees, and for Mr. Holley, Ms. Story and Mr. Todman spousal travel on the corporate jet to and from the December meeting of the Board. 3As disclosed under "Annual Retainer" on page 28, the Carrier Director DSU Plan provides that new non-employee directors joining the Board between October and the next Annual Meeting receive 50% of the annual retainer. Mr. Viessmann was appointed to Carrier’s Board effective January 2, 2024, therefore there is no reported compensation for 2023.
2023 Director Compensation
| 2024 Proxy Statement | 29 |
2023 Director Compensation
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
2023 Director Compensation
SHARE OWNERSHIP
Section IV: Other Compensation Elements
2024 Supplemental Equity Award for David Gitlin and Patrick Goris On January 30, 2024, the independent members of the Board approved supplemental equity awards ("Supplemental Equity Awards") for Mr. Gitlin and Mr. Goris. As Carrier is implementing a significant portfolio transformation, further described on page 7, to drive profitable growth and create substantial value for shareowners. Carrier is at a pivotal moment in this portfolio transformation with the acquisition of Viessmann Climate Solutions and the divestiture of its Fire & Security and commercial refrigeration businesses. The Supplemental Equity Award is designed to incentivize and support Mr. Gitlin and Mr. Goris’ long-term retention, given their critical role in guiding this transformation and further positioning Carrier as the global leader in intelligent climate and energy solutions The Supplemental Equity Awards are exclusively performance based with rigorous targets tied to adjusted earnings per share growth and stock price appreciation with vesting over five years, thereby linking them directly to retention, as well as the company’s long-term growth and further promoting the alignment of the recipients' compensation with long-term shareowner value creation. Prior to approving the award, the Compensation Committee and the Board also considered the extremely competitive external market by direct peers and broader industrial companies for proven senior executive talent such as Mr. Gitlin and Mr. Goris. Mr. Gitlin’s market attractiveness is further heightened by his leadership through a very successful period for Carrier, resulting in significant shareowner value creation since its spinoff into an independent company in April 2020. In addition to the required achievement of specific performance hurdles, the award delivers full value only if Mr. Gitlin and Mr. Goris remain with Carrier through 2029. The Supplemental Equity Award was approved with the advice and input from the Compensation Committee’s independent compensation consultant, which included a review of relevant benchmarking data and was in addition to Mr. Gitlin and Mr. Goris’ annual equity grant, which was approved on the same date. The Supplemental Equity Award is in the form of (i) PSUs (446,110 for Mr. Gitlin and 44,615 for Mr. Goris), and (ii) SARs (1,725,330 for Mr. Gitlin and 172,535 for Mr. Goris with an exercise price of $56.33 per share), which represents the closing price on the grant date. The number of PSU shares earned under the Supplemental Equity Awards will be based on the level of performance achieved against EPS growth performance goals during the three-year performance period of 2024 through 2026 with payout ranging from 0% to 200% of the target number of shares. Earned PSUs are subject to time-based vesting and will vest in three equal annual installments in each of 2027, 2028 and 2029, subject to continuous employment through the vesting date. The SARs granted as part of the Supplemental Equity Award will cliff vest on the five-year anniversary of the grant date, subject to continuous employment through such date. These Supplemental Equity Awards deliver full value only if Messrs. Gitlin and Goris remain with Carrier through 2029. Upon a termination of employment for any reason (other than death or disability) absent a change in control of Carrier, the Supplemental Equity Award recipients will forfeit their unvested SARs and PSUs. There are no retirement-eligible provisions for the Supplemental Equity Awards. Post-Employment Restrictive Covenants To discourage executives (which includes each of the NEOs) from engaging in activities after termination or retirement that are detrimental to Carrier, such as disclosing proprietary information, soliciting Carrier employees or engaging in competitive activities, the LTI Plan includes clawback provisions that would allow Carrier to claw back LTI awards issued during the three-year period preceding termination or retirement. In addition to these clawback provisions, beginning with LTI awards granted in 2022, as a condition to award acceptance (and regardless of whether the award recipient receives any benefits in connection with the award), the Committee requires all LTI award recipients to agree to the following post-employment covenants for the protection of the company: (i) confidentiality; (ii) non-competition; (iii) employee and customer non-solicitation; and (iv) non-disparagement. Clawback Provisions Carrier’s LTI and Annual Bonus plans both provide for the clawback, recoupment and/or recovery of awards under certain circumstances. Under the Annual Bonus Plan, Carrier can claw back bonuses if a performance goal is recalculated as a result of the executive’s negligence or misconduct, and the corrected performance goal would have (or likely would have) resulted in a reduced bonus. Under the LTI Plan, Carrier has the authority to cancel awards, including vested awards, and to recoup any gains realized by participants from previous LTI awards if a participant is terminated for cause, including as a result of willful misconduct or negligence that is injurious to the company. Carrier also may claw back LTI awards if the participant violates post-employment non-competition, non-solicitation or non-disparagement covenants, or if it is discovered within three years that the participant could have been terminated for cause. On October 2, 2023, in accordance with the New York Stock Exchange listing requirements, the Board adopted a standalone Clawback Policy. This policy, filed as an exhibit to Carrier's 2023 Annual Report on Form 10-K, requires the Board to pursue clawbacks for excess compensation paid to Section 16 officers due to financial restatements resulting from material noncompliance with reporting requirements. The policy applies to the Annual Bonus Plan and PSU Awards granted under the LTI Plan and includes a three-year lookback on the award value exceeding amounts that would have been paid under restated financials. Senior Executive Severance Plan Carrier maintains a Senior Executive Severance Plan (the “Severance Plan”) to provide certainty in the event a member of the ELT is involuntary separated, including the NEOs.
Section IV: Other Compensation Elements
The Severance Plan provides for the payment of severance and other benefits upon an involuntary termination of employment other than for Cause, Disability (as such terms are defined in the Severance Plan) or death, which are not considered a qualifying termination under the company’s Change in Control Severance Plan (as described below). Subject to the execution of a release and covenant agreement, which will contain a release of claims, perpetual covenants of confidentiality and non-disparagement, and covenants of non-competition and non-solicitation that will extend for a period of two years after termination, the Severance Plan provides for the following payments and benefits upon a qualifying termination: ▪A lump-sum payment equal to one-and-a-half times (two times for the CEO) the executive’s annual base salary ▪In the event an executive’s termination of employment occurs during the last fiscal quarter of the annual bonus performance period, a prorated bonus for the year of termination, calculated based on target performance for any individual performance goals and actual performance for the full year with respect to all other performance goals ▪Continued healthcare benefits for the executive (and eligible dependents) for up to 12 months at no cost to the executive ▪Outplacement services for up to 12 months The value of the lump-sum payment referenced above will be offset by the value of any RSU award originally granted to the executive in connection with the executive’s appointment as a member of the legacy UTC Executive Leadership Group that vests upon the executive’s termination, as well as by any other severance benefits that the executive is entitled to receive upon termination of employment. Change in Control Severance Plan Carrier also offers a Change in Control Severance Plan under which any NEO who is terminated without cause or resigns for good reason on, or within the two years of, a change in control (as defined in the plan) would be entitled to receive certain benefits (subject to the NEO’s execution of a release of claims in favor of Carrier and agreement to a one-year post-termination non-competition covenant and a two-year post-termination non-solicitation covenant). These benefits include: ▪A lump-sum cash severance payment equal to three times (for the CEO) or two times (for the other NEOs) the sum of (a) the officer’s annual base salary and (b) the officer’s target annual bonus ▪A prorated target annual bonus for the year of termination (reduced by any annual bonus payment to which the NEO is entitled for the same period of service) ▪Up to 12 months of healthcare benefit coverage continuation at no premium cost to the NEO ▪Outplacement services for 12 months ▪Continued financial planning services for 12 months The Change in Control Severance Plan provides that in the event that the payments and benefits to an NEO in connection with a change in control of Carrier, whether pursuant to the Severance Plan or otherwise, would be subject to the golden parachute excise tax imposed under Sections 280G and 4999 of the IRC, then the NEO will either receive all such payments and benefits and pay the excise tax, or such payments and benefits will be reduced to the extent necessary so that the excise tax does not apply, whichever approach results in a higher after-tax amount of the payments and benefits being retained by the NEO.
Section V: Other Compensation Policies and Practices
Under these requirements, each of our directors and NEOs is required, within five years of attaining that position, to own shares of Carrier common stock – including DSUs and RSUs but excluding stock options, SARs and unvested PSUs – equal in value to the applicable multiple of their then base salary (or base annual cash retainer for non-employee directors). The Board has also recently expanded its share ownership requirements as described in the Share Ownership section beginning on page 30. Non-employee directors and ELT members who do not meet the foregoing share ownership requirements within the applicable five-year period will not be permitted to sell shares of Carrier common stock until satisfying these requirements. Each of the non-employee directors and ELT members currently comply with their respective ownership requirements or are on track to meet them within the five-year period.
Section V: Other Compensation Policies and Practices
No Short Sales, Pledging or Hedging of Carrier Securities and No Option Repricing Carrier does not allow its directors, officers or employees to enter into short sales of Carrier common stock. Similarly, directors, officers and employees may not pledge or assign an interest in Carrier common stock or other equity interests as collateral for a loan. Additionally, transactions in put options, call options or other derivative securities that have the effect of hedging the value of Carrier securities are prohibited, whether or not those securities were granted to or held directly or indirectly, by the director, officer or employee. Carrier’s LTI Plan prohibits repricing of underwater stock options and SARs without shareowner approval. Tax Deductibility of Incentive Compensation For 2023, IRC section 162(m) limited Carrier’s deduction to $1 million for annual compensation paid to covered employees, as defined in IRC section 162(m). The Committee believes that the company’s interests are best served by maintaining flexibility in the way compensation is provided, even if it might result in the non-deductibility of certain compensation under the IRC. Risk Assessment In 2023, the Committee and management, with the assistance of Pearl Meyer, conducted a review of Carrier’s compensation strategies, plans, programs, policies and practices, including executive compensation, major broad-based compensation programs and sales compensation. The goal of this review was to assess whether any of Carrier’s compensation strategies, plans, programs, policies or practices, either individually or in the aggregate, would encourage executives or employees to undertake unnecessary or excess risks that were reasonably likely to have a material adverse impact on Carrier. The review included compensation strategy and philosophy, annual and LTI design, sales compensation, severance benefits (both absent a change in control of Carrier and following a change in control of Carrier), corporate governance, compensation policies and practices, such as clawback provisions, executive share ownership requirements, and prohibition on short sales, pledging and hedging of Carrier securities. Based on the review, management and the Committee concluded that Carrier’s compensation strategies, plans, programs, policies and practices did not pose material risk due to a variety of mitigating factors. Report of the Compensation Committee The Compensation Committee establishes and oversees the design and function of Carrier’s executive compensation program. We have reviewed and discussed the foregoing CD&A with the management of the company and have recommended to the Board that the CD&A be included in Carrier’s Proxy Statement for the 2024 Annual Meeting.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| NAME AND POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)1 | OPTION AWARDS ($)2 | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)3 | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)4 | ALL OTHER COMPENSATION ($)5 | TOTAL ($) | | David Gitlin Chairman & Chief Executive Officer | 2023 | 1,387,500 | — | 6,127,211 | 5,894,030 | 3,503,500 | 36,319 | 746,640 | 17,695,200 | | | 2022 | 1,337,500 | — | 4,483,081 | 4,530,856 | 2,013,120 | — | 857,690 | 13,222,247 | | | 2021 | 1,275,000 | — | 4,708,211 | 4,359,119 | 3,827,200 | — | 723,285 | 14,892,815 | | Patrick Goris Senior Vice President & Chief Financial Officer | 2023 | 790,000 | — | 2,747,681 | 2,643,095 | 1,144,000 | — | 183,765 | 7,508,541 | | | 2022 | 748,750 | — | 1,453,401 | 1,468,988 | 743,740 | — | 227,564 | 4,642,443 | | | 2021 | 711,250 | — | 1,496,298 | 1,385,258 | 1,315,600 | — | 257,120 | 5,165,526 | | Jurgen Timperman President, Fire & Security | 2023 | 642,500 | — | 2,198,289 | 2,114,464 | 1,167,800 | — | 136,794 | 6,259,847 | | | 2022 | 615,000 | — | 896,804 | 906,171 | 460,350 | — | 168,776 | 3,047,101 | | | 2021 | 595,000 | — | 1,093,488 | 1,012,325 | 783,000 | — | 155,501 | 3,639,314 | | Timothy White President, Refrigeration | 2023 | 638,600 | — | 1,016,807 | 977,935 | 609,340 | — | 151,037 | 3,393,719 | | | 2022 | 615,000 | 700,000 | 755,129 | 763,089 | 440,820 | — | 144,529 | 3,418,567 | | | 2021 | 225,000 | 500,000 | 1,791,985 | 1,790,859 | 853,200 | — | 608,412 | 5,769,456 | | Kevin O'Connor Senior Vice President & Chief Legal Officer | 2023 | 701,250 | — | 934,351 | 898,666 | 809,960 | — | 182,545 | 3,526,772 | | | 2022 | 676,000 | — | 802,354 | 810,819 | 507,760 | — | 196,195 | 2,993,128 | | | 2021 | 658,250 | — | 889,495 | 823,433 | 973,000 | — | 172,580 | 3,516,758 | | Christopher Nelson Former President, HVAC | 2023 | 312,083 | — | 2,747,681 | 2,643,095 | — | 27,415 | 135,135 | 5,865,409 | | | 2022 | 703,750 | — | 1,250,639 | 1,263,878 | 695,960 | — | 255,227 | 4,169,454 | | | 2021 | 665,000 | — | 1,208,429 | 1,118,849 | 1,157,760 | — | 212,431 | 4,362,469 |
Summary Compensation Table
1Stock Awards. Grant date fair value of the PSUs and RSUs granted during the applicable year, calculated in accordance with FASB ASC Topic 718, but excluding the effect of estimated forfeitures. The grant date fair values shown for PSU awards granted in 2023 to our NEOs assume target-level performance. If the PSU awards are valued at two times the target number of shares (the maximum potential payout), then for fiscal 2023 the stock award amount would increase by $6,127,211, $2,747,681, $2,198,289, $1,016,807, $934,351 and $2,747,681 for Messrs. Gitlin, Goris, Timperman, White, O'Connor and Nelson, respectively. For additional information on awards made in fiscal year 2023, see the Grants of Plan-Based Awards Table and Outstanding Equity Awards Table. The assumptions made in calculating the fair value of the PSUs granted on February 1, 2023, are set forth in Note 14 – Stock-Based Compensation to the Consolidated Financial Statements set forth in Carrier's 2023 Annual Report on Form 10-K. 2Option Awards. Grant date fair value of SARs granted during the applicable year, calculated in accordance with FASB ASC Topic 718, but excluding the effect of estimated forfeitures. The assumptions made in the valuation of the SARs granted in 2023 are set forth in Note 14 – Stock-Based Compensation to the Consolidated Financial Statements set forth in Carrier’s 2023 Annual Report on Form 10-K. 3Non-Equity Incentive Plan Compensation. Amounts earned under the 2023 Annual Bonus Plan, based on the achievement of corporate, segment and individual performance objectives. See “Compensation Discussion and Analysis – Section III: 2023 CEO and NEO Compensation – 2023 Annual Bonus” for additional detail regarding the Annual Bonus Plan. For Mr. Timperman, the amount shown for 2023 includes the portion of the Performance Bonus earned based on 2023 performance ($313,350) that will not be paid until the earlier of the certification of the 2024 financial plan results or the completion of the divestiture of the Fire & Security businesses. 4Change in Pension Value and Nonqualified Deferred Compensation Earnings. The amounts in this column reflect the change, if any, in the year-over-year actuarial present value of each NEO’s accrued benefit under Carrier’s Pension Preservation Plan ("PPP"). Actuarial value computations are based on the assumptions disclosed in the Pension Benefits Table. For Messrs. Gitlin and Nelson, the increase in the Carrier PPP benefit is primarily attributable to one year of pension growth coupled with the increase in the Cash Balance Interest Crediting rate from 4.00% to 4.50%. This is partially offset by the impacts of the increase in the discount rate used to value Carrier's PPP benefit from 5.25% in 2022 to 5.75% in 2023, which reduces the value of the benefit. The balance for Mr. Nelson includes the impact of commencement of annuity distributions on June 1, 2023. Carrier’s Deferred Compensation Plan ("DCP") does not provide above-market rates of return, so no amounts are reported here.
Summary Compensation Table
| 2024 Proxy Statement | 49 |
Summary Compensation Table
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Summary Compensation Table
5All Other Compensation. The 2023 amounts in this column consist of the following items:
Summary Compensation Table
| NAME | PERSONAL USE OF CORPORATE AIRCRAFT ($)a | INSURANCE PREMIUMS ($)b | COMPANY CONTRIBUTIONS TO 401(K) PLANS ($)c | COMPANY CONTRIBUTIONS TO NONQUALIFIED RETIREMENT PLANS ($)d | FINANCIAL PLANNING ($)e | HEALTH BENEFITS ($)f | EXECUTIVE PHYSICAL ($)g | MISCELLANEOUS ($)h | TOTAL ($) | | D. Gitlin | 181,360 | 115,692 | 26,100 | 368,372 | 17,490 | 29,548 | 2,963 | 5,115 | 746,640 | | P. Goris | — | — | 30,030 | 109,540 | 16,000 | 22,870 | 2,365 | 2,960 | 183,765 | | J. Timperman | — | — | 30,030 | 70,329 | 13,115 | 22,565 | — | 755 | 136,794 | | T. White | 14,223 | — | 30,030 | 65,023 | 17,490 | 22,555 | — | 1,716 | 151,037 | | K. O'Connor | 26,921 | — | 30,030 | 79,990 | 17,490 | 22,683 | 2,371 | 3,060 | 182,545 | | C. Nelson | — | — | 37,228 | 79,705 | 8,673 | 9,529 | — | — | 135,135 |
Summary Compensation Table
aIncremental variable operating costs incurred for personal air travel, which includes fuel (calculated on the basis of aircraft-specific average consumption rates and fleet average fuel costs), fleet average landing and handling fees for both domestic and international trips, crew lodging and meal allowances, catering and hourly maintenance contract charges, when applicable. Because fleet-wide aircraft utilization is primarily for business purposes (approximately 93% in 2023), capital and other fixed expenditures are not treated as an incremental cost. When an NEO experienced personal travel during a trip that was classified as primarily business in nature, the incremental mileage and operating costs incurred as a result of the personal travel were allocated to the NEO. The Carrier Board of Directors authorized Mr. Gitlin to use up to 50 hours of personal time on the corporate aircraft of which 37.2 were utilized. No tax reimbursements are provided to NEOs for taxable income resulting from personal use of the aircraft. bPremiums paid on behalf of Mr. Gitlin under the grandfathered CEO Life Insurance Policy. Under this plan, Carrier pays the premiums on a cash value life insurance contract owned by the CEO. Life insurance benefits equal up to three times the CEO’s actual or projected base salary at age 62. Once vested, at age 55, Carrier funds the policy to maintain coverage following retirement. cDollar value of company matching and age-based company automatic contributions made into the Carrier Retirement Savings Plan. dDollar value of company contributions to the Carrier Savings Restoration Plan (“SRP”) and the Carrier Automatic Contribution Excess Plan (“CACEP”). Under the SRP, participants are credited with a benefit equal to the company matching contribution that the NEO did not receive under the Carrier Retirement Savings Plan due to IRC limits. The CACEP provides an additional age-based company automatic contribution for compensation earned over IRC limits. eCosts associated with a financial planning benefit available to NEOs provided by a third party. fCosts incurred by the company associated with broad-based company-covered healthcare benefits. In addition, certain NEOs are eligible for grandfathered long-term disability benefits described on page 45. However, because no cost is incurred unless the NEO actually becomes disabled, no amount is reflected in this column. gRepresents cost of annual executive physical covered by the company. hRepresents costs to the company related to Board gifts. For Mr. Gitlin, this amount also includes a credit or $2,503 due to his decision to opt-out of the company's basic life insurance and $2,612 related to Board gifts.
Summary Compensation Table
| 50 | Carrier Global Corporation |
Summary Compensation Table
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table
| | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS2 | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS3 | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#)4 | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH)5 | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)6 | | GRANT DATE1 | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | D. Gitlin | | | | | | | | | | | | — | 409,150 | 2,450,000 | 4,900,000 | — | — | — | — | — | — | — | | 02/01/2023 | — | — | — | 15,977 | 127,810 | 255,620 | — | — | — | 6,127,211 | | 02/01/2023 | — | — | — | — | — | — | — | 506,360 | 46.14 | 5,894,030 | | P. Goris | | | | | | | | | | | | — | 133,600 | 800,000 | 1,600,000 | — | — | — | — | — | — | — | | 02/01/2023 | — | — | — | 7,165 | 57,315 | 114,630 | — | — | — | 2,747,681 | | 02/01/2023 | — | — | — | — | — | — | — | 227,070 | 46.14 | 2,643,095 | | J. Timperman | | | | | | | | | | | | — | 97,695 | 585,000 | 1,170,000 | — | — | — | — | — | — | — | | 02/01/2023 | — | — | — | 5,732 | 45,855 | 91,710 | — | — | — | 2,198,289 | | 02/01/2023 | — | — | — | — | — | — | — | 181,655 | 46.14 | 2,114,464 | | T. White | | | | | | | | | | | | — | 96,913 | 580,320 | 1,160,640 | — | — | — | — | — | — | — | | 02/01/2023 | — | — | — | 2,652 | 21,210 | 42,420 | — | — | — | 1,016,807 | | 02/01/2023 | — | — | — | — | — | — | — | 84,015 | 46.14 | 977,935 | | K. O'Connor | | | | | | | | | | | | — | 94,589 | 566,400 | 1,132,800 | — | — | — | — | — | — | — | | 02/01/2023 | — | — | — | 2,437 | 19,490 | 38,980 | — | — | — | 934,351 | | 02/01/2023 | — | — | — | — | — | — | — | 77,205 | 46.14 | 898,666 | | C. Nelson | | | | | | | | | | | | — | 133,600 | 800,000 | 1,600,000 | — | — | — | — | — | — | — | | 02/01/2023 | — | — | — | 7,165 | 57,315 | 114,630 | — | — | — | 2,747,681 | | 02/01/2023 | — | — | — | — | — | — | — | 227,070 | 46.14 | 2,643,095 |
Grants of Plan-Based Awards Table
1The Committee approved the 2023 annual LTI awards at its regularly scheduled meeting on February 1, 2023, effective immediately. 2Represents the 2023 annual bonus established for each NEO under the Annual Bonus Plan, which is an incentive program designed to reward achievement of annual performance goals. Threshold amounts are determined based on the assumption that only one of the performance goals is achieved at threshold. The performance measures and methodology for calculating payouts are described in “Compensation Discussion and Analysis – Section III: 2023 CEO and NEO Compensation – 2023 Annual Bonus.” 3Number of PSUs granted under the LTI Plan, which vest based on performance relative to three-year EPS growth (weighted at 50%) and a three-year relative TSR goal (weighted at 50%). The number of shares that were possible to earn at the time of grant ranged from 0% to a maximum of 200% of the target number of PSUs. If the company’s three-year TSR is negative, the payout for the TSR portion of the award is capped at 100% regardless of the company’s relative TSR performance versus the companies within a subset of the S&P 500 Industrials Index. Each PSU corresponds to one share of Carrier common stock. Unvested PSUs do not accrue dividend equivalents. Earned PSUs vest three years from the grant date, subject to the NEO’s continued service with the company, except in certain limited circumstances described in the footnotes to the Potential Payments on Termination or Change in Control Table. Vested PSUs are settled in unrestricted shares of Carrier common stock after the end of the performance period following the Committee’s review and approval of performance achievement levels. Threshold amounts are determined based on the assumption that only one of the PSU performance goals vests at threshold. See “Compensation Discussion and Analysis – Section III: 2023 CEO and NEO Compensation – 2023 Long-Term Incentives” for more information. 4SARs vest and become exercisable three years from the grant date, subject to the NEO’s continued service with the company, except in certain limited circumstances described in the footnotes to the Potential Payments on Termination or Change in Control Table. 5The SAR exercise price equals the closing price of Carrier common stock on the grant date. 6Grant date fair value of awards granted in 2023, with vesting assumed at 100% of target for performance-based awards. Values are calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures.
Grants of Plan-Based Awards Table
| 2024 Proxy Statement | 51 |
Grants of Plan-Based Awards Table
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Outstanding Equity Awards at Fiscal Year-End Table
Outstanding Equity Awards at Fiscal Year-End Table This table reflects awards that relate to Carrier shares. Upon the Separation that occurred on April 3, 2020, vested UTC SARs were converted into vested SARs of Carrier, Raytheon and Otis that remain exercisable until the expiration of their term, regardless of continued employment with Carrier. Only such vested Carrier SARs are included in this table.
Outstanding Equity Awards at Fiscal Year-End Table
| | OPTION AWARDS | | | | | STOCK AWARDS | | | | | | NAME / GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | | OPTION EXERCISE PRICE ($)1 | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)2 | | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)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 | | D. Gitlin | | | | | | | | | | | | 02/01/2023 | — | 506,360 | 6 | 46.14 | 01/31/2033 | — | | — | 255,620 | 14,685,369 | | 02/02/2022 | — | 421,475 | 7 | 47.51 | 02/01/2032 | — | | — | 190,810 | 10,962,035 | | 02/04/2021 | — | 440,315 | 8 | 38.33 | 02/03/2031 | — | | — | 210,857 | 12,113,735 | | 05/14/2020 | 331,000 | — | | 16.55 | 05/13/2030 | — | | — | — | — | | 05/14/2020 | 330,400 | — | | 16.55 | 05/13/2030 | — | | — | — | — | | 02/04/2020 | 544,370 | — | | 25.58 | 02/03/2030 | — | | — | — | — | | 02/05/2019 | 607,182 | — | | 20.19 | 02/04/2029 | — | | — | — | — | | 01/02/2018 | 320,042 | — | | 21.43 | 01/01/2028 | — | | — | — | — | | 01/03/2017 | 46,819 | — | | 18.53 | 01/02/2027 | — | | — | — | — | | 01/04/2016 | 67,250 | — | | 15.98 | 01/03/2026 | — | | — | — | — | | 01/02/2015 | 39,158 | — | | 19.24 | 01/01/2025 | — | | — | — | — | | 11/12/2013 | — | — | | — | — | 101,357 | 9 | 5,822,960 | — | — | | P. Goris | | | | | | | | | | | | 02/01/2023 | — | 227,070 | 6 | 46.14 | 01/31/2033 | — | | — | 114,630 | 6,585,494 | | 02/02/2022 | — | 136,650 | 7 | 47.51 | 02/01/2032 | — | | — | 61,860 | 3,553,857 | | 02/04/2021 | — | 139,925 | 8 | 38.33 | 02/03/2031 | — | | — | 67,011 | 3,849,782 | | 12/01/2020 | 182,900 | — | | 37.60 | 11/30/2030 | — | | — | — | — | | J. Timperman | | | | | | | | | | | | 02/01/2023 | — | 181,655 | 6 | 46.14 | 01/31/2033 | — | | — | 91,710 | 5,268,740 | | 02/02/2022 | — | 84,295 | 7 | 47.51 | 02/01/2032 | — | | — | 38,170 | 2,192,867 | | 02/04/2021 | — | 102,255 | 8 | 38.33 | 02/03/2031 | — | | — | 48,972 | 2,813,441 | | 05/14/2020 | 165,200 | — | | 16.55 | 05/13/2030 | — | | — | — | — | | 10/16/2017 | — | — | | — | — | 56,292 | 9 | 3,233,975 | — | — | | T. White | | | | | | | | | | | | 02/01/2023 | — | 84,015 | 6 | 46.14 | 01/31/2033 | — | | — | 42,420 | 2,437,029 | | 02/02/2022 | — | 70,985 | 7 | 47.51 | 02/01/2032 | — | | — | 32,140 | 1,846,443 | | 09/01/2021 | 42,548 | 85,097 | 10 | 57.89 | 08/31/2031 | 10,651 | 10 | 611,900 | — | — | | K. O'Connor | | | | | | | | | | | | 02/01/2023 | — | 77,205 | 6 | 46.14 | 01/31/2033 | — | | — | 38,980 | 2,239,401 | | 02/02/2022 | — | 75,425 | 7 | 47.51 | 02/01/2032 | — | | — | 34,150 | 1,961,918 | | 02/04/2021 | — | 83,175 | 8 | 38.33 | 02/03/2031 | — | | — | 39,836 | 2,288,578 | | 05/14/2020 | 110,200 | — | | 16.55 | 05/13/2030 | — | | — | — | — | | 02/04/2020 | 185,445 | — | | 25.58 | 02/04/2030 | — | | — | — | — | | 01/02/2020 | 217,150 | — | | 25.60 | 01/02/2030 | 41,098 | 9 | 2,361,080 | — | — | | C. Nelson | | | | | | | | | | | | 02/02/2022 | 117,570 | — | | 47.51 | 02/01/2032 | — | | — | 53,230 | 3,058,064 | | 02/04/2021 | 113,015 | — | | 38.33 | 02/03/2031 | — | | — | 58,350 | 3,352,208 | | 02/04/2020 | 185,445 | — | | 25.58 | 02/03/2030 | — | | — | — | — |
Outstanding Equity Awards at Fiscal Year-End Table
1The exercise price of each SAR is equal to the closing price on the NYSE of Carrier common stock on the grant date. For SARs granted prior to April 3, 2020, exercise prices shown were adjusted upon the Separation by using the conversion methodology detailed in the Employee Matters Agreement, dated as of April 2, 2020, among the company, UTC and Otis Worldwide Corporation (“Otis”), which is filed as Exhibit 10.3 to the company’s current report on Form 8-K filed with the SEC on April 3, 2020 (the “Employee Matters Agreement”). 2Reflects RSUs, including dividend equivalents reinvested as additional RSUs each time Carrier pays a dividend to shareowners during the vesting period for eligible awards. The reinvested RSUs vest on the same date as the underlying RSUs. For RSUs granted prior to April 3, 2020, the number of RSUs was adjusted upon the Separation by using the conversion methodology detailed in the Employee Matters Agreement. 3Calculated by multiplying the number of unvested RSUs by $57.45, the NYSE closing price of Carrier common stock on the last trading day of 2023. 4PSUs that are subject to vesting contingent on company performance relative to pre-established performance goals measured over a three-year period and the NEO’s continued service, except in certain limited circumstances as detailed in footnotes to the Potential Payments on Termination or Change in Control Table. The three-year performance period for awards granted on February 1, 2023, scheduled to vest on February 1, 2026, is January 1, 2023, through December 31, 2025 and the number of shares shown assumes maximum-level performance. The three-year performance period for awards granted on February 2, 2022, scheduled to vest on February 2, 2025, is January 1, 2022, through December 31, 2024 and the number of shares shown assumes target-level performance. The three-year performance period for awards granted on February 4, 2021 was January 1, 2021, through December 31, 2023. The number of shares shown reflects vesting at 185.5% based on actual performance at the end of the performance period. The service condition for this award was satisfied on February 4, 2024.
Outstanding Equity Awards at Fiscal Year-End Table
| 52 | Carrier Global Corporation |
Outstanding Equity Awards at Fiscal Year-End Table
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Outstanding Equity Awards at Fiscal Year-End Table
5Calculated by multiplying the number of unvested PSUs by $57.45, the NYSE closing price of Carrier common stock on the last trading day of 2023. 6SARs scheduled to vest on February 1, 2026, subject to the NEO’s continued service, except in certain limited circumstances as described in the footnotes to the Potential Payments on Termination or Change in Control Table. 7SARs scheduled to vest on February 2, 2025, subject to the NEO’s continued service, except in certain limited circumstances as described in the footnotes to the Potential Payments on Termination or Change in Control Table. 8SARs and RSUs that vested on February 4, 2024. 9One-time legacy RSU grant, which will vest in the event of a mutually agreeable separation following three years of grant date, upon death, disability or qualified termination following a change in control. 10SAR and RSU awards granted to Mr. White in connection with his hire, which will vest one-third per year on the anniversary of the grant date, subject to continued service or earlier as described in the footnotes to the Potential Payments on Termination or Change in Control Table.
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table This table reflects exercises of Carrier SARs, or vesting of Carrier PSUs or RSUs, during fiscal year 2023.
Option Exercises and Stock Vested Table
| | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#)1 | VALUE REALIZED ON EXERCISE ($)2 | NUMBER OF SHARES ACQUIRED ON VESTING (#)3 | VALUE REALIZED ON VESTING ($)4 | | D. Gitlin | — | — | 375,703 | 16,323,438 | | P. Goris | — | — | 18,457 | 982,282 | | J. Timperman | 530,611 | 15,995,959 | 117,043 | 5,049,583 | | T. White | — | — | 10,611 | 614,801 | | K. O'Connor | — | — | 137,147 | 5,909,659 | | C. Nelson | 941,006 | 24,960,907 | 125,908 | 5,465,187 |
Option Exercises and Stock Vested Table
1SARs exercised during fiscal 2023. Includes exercises by Mr. Nelson after termination of employment as permitted per the applicable post-termination exercise period in the associated Schedule of Terms for SARs that were outstanding and vested at the time of termination of employment. 2Calculated by multiplying the number of shares acquired on exercise by the difference between the market price of Carrier common stock on the exercise date and the exercise price of the SAR. 3RSUs and Founder's Grant PSUs that vested in 2023. 4Calculated by multiplying the number of vested RSUs and PSUs by the market price of Carrier common stock on the vesting date.
Pension Benefits
Pension Benefits Overview of Pension Preservation Plan ("PPP") Carrier inherited a frozen executive nonqualified PPP from UTC/RTX upon the Separation. Based on date of hire, participants either accrued benefits using a final average earnings ("FAE"), cash balance or hybrid formula. Effective December 31, 2019, benefit accruals under the PPP were frozen, other than with respect to interest credits which continue to accrue for participants eligible for the cash balance accrual formula. Messrs. Gitlin and Nelson are the only NEOs eligible for this legacy plan. Mr. Gitlin's benefit under the PPP is composed of both FAE and cash balance benefits, and Mr. Nelson's are determined using the cash balance formula. Distribution Options Plan participants may elect the following distribution options:
Pension Benefits
| PLAN | FAE BENEFIT FORMULA | CASH BALANCE BENEFIT FORMULA | | Pension Preservation Plan | ▪Lump-sum payment1 | ▪Lump-sum payment | | | ▪Annuity payments | ▪Annuity payments | | | ▪Two- to 10-year annual installments | ▪Two- to 10-year annual installments | | NEO Election | ▪Mr. Gitlin: Lump-sum payment | ▪Mr. Gitlin: Lump-sum payment | | | | ▪Mr. Nelson: Annuity payments2 |
Pension Benefits
1Uses a discount rate equal to the Barclay’s Capital Municipal Bond Index averaged over five years (currently 1.962%). Note that this rate uses the November 30, 2023, yield in the average, which is consistent with ASC 715-30 year-end 2023 disclosure reporting. Actual lump sums paid in 2024 will be based on a PPP lump-sum rate of 1.880% which uses the Barclay’s 10-Year (8-12) Capital Municipal Bond Yields as of December 31, 2023. This non-taxable investment index is intended to yield an after-tax income stream on the net after-tax proceeds reinvested in tax-free bonds that are comparable to a more tax efficient annuity distribution. 2Mr. Nelson was hired after 2001. Therefore, his benefit under the PPP is determined under the cash balance benefit formula. Mr. Nelson's employment ended on May 26, 2023, and he started receiving this benefit in the form of a monthly annuity effective June 1, 2023.
Pension Benefits
| 2024 Proxy Statement | 53 |
Pension Benefits
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Pension Benefits
Vesting and Retirement Under Carrier’s PPP, vesting requires three years of service. The normal retirement age under both the FAE and the cash balance benefit formulas is 65, but the FAE formula also provides full retirement benefits at age 62 for a participant who retires with at least 10 years of service. Early retirement benefits also are available under the FAE formula beginning at age 55 with at least 10 years of service, reduced by 0.2% for each month by which retirement precedes age 62. The value of the cash balance account is not impacted by an employee’s age at retirement. As of December 31, 2023, none of the NEOs were eligible for early retirement under the FAE formula.
Pension Benefits
| NAME | PLAN NAME | NUMBER OF YEARS OF CREDITED SERVICE (#) | PRESENT VALUE OF ACCUMULATED BENEFIT ($)1 | PAYMENTS DURING LAST FISCAL YEAR ($) | | D. Gitlin2 | Pension Preservation Plan | 22 | 1,863,484 | — | | P. Goris3 | Pension Preservation Plan | — | — | — | | J. Timperman3 | Pension Preservation Plan | — | — | — | | T. White3 | Pension Preservation Plan | — | | — | | K. O'Connor3 | Pension Preservation Plan | — | — | — | | C. Nelson4 | Pension Preservation Plan | 16 | 407,479 | 16,620 |
Pension Benefits
1The following assumptions were used to determine the present value of the accumulated pension benefit: (i) the NEOs are assumed to retire at age 62 for the final average earnings benefit and age 65 for the cash balance benefit, which are the earliest dates at which the NEOs can retire without a reduction of benefits due to age; (ii) projected lump-sum payments under the PPP final average earnings benefit are calculated using 1.962% for 2023 retirements and grading up to an ultimate long-term interest rate of 4.0% (for retirements in 2027 and later years). There are no additional service credits for accrual purposes under the PPP. This table does not include UTC's Employee Retirement Plan, which remained with UTC/RTX and has no relation to Carrier service following the Separation. 2The estimated lump-sum value of the nonqualified portion of the retirement benefits accrued under the PPP is $3,060,587 for Mr. Gitlin, assuming retirement or termination on December 31, 2023, payable as of such date or attainment of age 55 (if later) assuming payment following December 31, 2023, on a lump-sum basis. 3Messrs. Goris, White and O'Connor were hired by Carrier after January 1, 2010, and, therefore, do not participate in the PPP. Mr. Timperman transitioned to a U.S.-based employee after January 1, 2010, and, therefore. does not participate in the PPP. 4Mr. Nelson was hired after July 1, 2002, and therefore, his entire pension benefit is determined based on the cash balance formula. Mr Nelson's employment ended on May 26, 2023, and he commenced 10-year annuity benefits effective June 1, 2023.
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation Table Carrier offers NEOs the opportunity to participate in certain nonqualified deferred compensation plans that provide the NEOs with longer-term savings opportunities on a tax-efficient basis. The Savings Restoration Plan is an unfunded, nonqualified plan that permits NEOs to defer up to an additional 6% of their compensation once they have exceeded the IRC compensation limits applicable to Carrier's qualified 401(k) plan. This plan also matches the deferral contributions using the same matching formula that would apply under the 401(k) plan were it not for IRC contribution limits. The Automatic Contribution Excess Plan is an unfunded, nonqualified plan providing the age-based company automatic and matching contributions NEOs would have received under Carrier's qualified 401(k) plan were it not for IRC compensation and contribution limits. The Deferred Compensation Plan is an unfunded, nonqualified plan that permits NEOs to defer up to 50% of their base salary and up to 70% of their annual bonus.
Nonqualified Deferred Compensation Table
| NAME | PLAN1 | EXECUTIVE CONTRIBUTIONS IN LAST FY ($)2 | REGISTRANT CONTRIBUTIONS IN LAST FY ($)3 | AGGREGATE EARNINGS IN LAST FY ($)4 | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AS OF DECEMBER 31, 2023 ($)5 | | D. Gitlin | Savings Restoration Plan | 184,327 | 110,542 | 790,222 | — | 3,510,026 | | | Automatic Contribution Excess Plan | — | 257,830 | 187,698 | — | 1,229,986 | | P. Goris | Savings Restoration Plan | 72,224 | 43,335 | 58,427 | — | 329,108 | | | Automatic Contribution Excess Plan | — | 66,206 | 39,126 | — | 215,748 | | J. Timperman | Savings Restoration Plan | 46,371 | 27,823 | 75,506 | — | 495,357 | | | Automatic Contribution Excess Plan | — | 42,507 | 6,392 | — | 246,650 | | T. White | Deferred Compensation Plan | 96,187 | — | 11,410 | — | 107,597 | | | Savings Restoration Plan | 39,675 | 23,805 | 12,401 | — | 124,491 | | | Automatic Contribution Excess Plan | — | 41,218 | 2,215 | — | 101,940 | | K. O'Connor | Savings Restoration Plan | 52,741 | 31,644 | 35,871 | — | 287,885 | | | Automatic Contribution Excess Plan | — | 48,346 | 5,047 | — | 200,742 | | C. Nelson6 | Savings Restoration Plan | 40,683 | 24,410 | 488,162 | — | 1,989,734 | | | Automatic Contribution Excess Plan | — | 55,295 | 50,600 | — | 366,955 |
Nonqualified Deferred Compensation Table
1NEOs are eligible to participate in various deferred compensation plans as detailed above. 2Amounts shown in this column are included in the Salary and Bonus columns of the Summary Compensation Table on page 49. 3Amounts shown in this column are included in the All Other Compensation column of the Summary Compensation Table on page 49. 4Amounts shown reflect hypothetical investment returns to accounts based on fixed income, bond, target date and equity indices selected by the participant. 5The sum of contributions (both by the NEO and Carrier) and credited earnings on those deferrals, less withdrawals. Of these totals, the following amounts have been included in the Summary Compensation Table in prior years: $2,045,161 (Mr. Gitlin); $290,240 (Mr. Goris); $422,106 (Mr. Timperman); $107,600 (Mr. White); $327,568 (Mr. O'Connor); and $609,860 (Mr. Nelson). 6Mr. Nelson ended employment on May 26, 2023, and his balances will begin to be distributed, in accordance with the terms of each respective plan, in the year following retirement (2024) per the distribution elections by plan.
Nonqualified Deferred Compensation Table
| 54 | Carrier Global Corporation |
Nonqualified Deferred Compensation Table
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Potential Payments on Termination or Change in Control Table
Potential Payments on Termination or Change in Control Table The table on the following page estimates the value of payments and benefits that each NEO would have been entitled to receive had employment terminated on December 31, 2023, under various hypothetical circumstances. Under Carrier’s programs, benefit eligibility and the value of benefits a NEO may receive vary depending on the reason for termination and whether the NEO is eligible for retirement at that time. The equity amounts reflect the applicable unvested portion that would become vested as a result of the identified termination event. Mr. Nelson is not included in the table because his employment ended on May 26, 2023 and he was not eligible for termination payments at year-end. Upon his departure, he did not receive termination payments described in this section, other than any deferred compensation or retirement benefits described above and equity awards for which he had satisfied retirement criteria. Eligible SARs were vested, and eligible PSUs will continue to vest subject to performance adjustment, until their scheduled vest date. Carrier does not provide automatic “single-trigger” accelerated vesting of equity compensation or excise tax gross-up payments to any NEOs in the event of a change in control of the company. Carrier offers NEOs the opportunity to participate in the nonqualified deferred compensation plans described above. Please see the Pension Benefits and Nonqualified Deferred Compensation Table sections above for information regarding the amount and form of benefits that will be paid out in the event of a termination..
Potential Payments on Termination or Change in Control Table
| TERMINATION REASON | D. GITLIN ($) | P. GORIS ($) | J. TIMPERMAN ($) | T. WHITE ($) | K. O'CONNOR ($) | | Voluntary Termination | | | | | | | Cash Payment | — | — | — | — | — | | Equity1,2 | 12,608,284 | — | 2,793,008 | 705,591 | — | | Total due to Termination | 12,608,284 | — | 2,793,008 | 705,591 | — | | Involuntary Termination (not for cause) | | | | | | | Cash Payment3 | — | 2,000,000 | — | 1,547,520 | — | | Benefit Continuation and Other Programs4 | 68,410 | 61,941 | 57,111 | 61,664 | 61,717 | | Equity5 | 18,431,244 | 3,468,877 | 6,026,983 | 705,591 | 4,386,217 | | Total due to Termination | 18,499,654 | 5,530,818 | 6,084,094 | 2,314,775 | 4,447,934 | | Death or Disability6 | | | | | | | Cash Payment7 | 2,450,000 | 800,000 | 585,000 | 580,320 | 566,400 | | CEO Life Insurance8 | 7,000,000 | — | — | — | — | | Equity9,10 | 43,512,219 | 13,746,885 | 13,328,812 | 4,294,336 | 8,908,697 | | Total due to Termination | 52,962,219 | 14,546,885 | 13,913,812 | 4,874,656 | 9,475,097 | | Termination Following a Change in Control11 | | | | | | | Cash Payment12 | 14,000,000 | 4,000,000 | 3,055,000 | 3,030,560 | 3,115,200 | | Benefit Continuation and Other Programs13 | 68,410 | 61,941 | 57,111 | 61,664 | 61,717 | | Equity14 | 51,748,473 | 16,381,370 | 15,156,247 | 4,741,175 | 10,438,328 | | Total due to Termination | 65,816,883 | 20,443,311 | 18,268,358 | 7,833,399 | 13,615,245 |
Potential Payments on Termination or Change in Control Table
1In the event of voluntary termination, unvested SAR and RSU awards granted under Carrier’s annual LTI Plan that are outstanding for more than one year will vest only after attaining qualifying retirement under the LTI Plan, defined as either: (i) age 65; (ii) age 55 plus 10 years of service; or (iii) “Rule of 65” – age 50 to 54 plus years of service add up to 65 or more. For NEOs who have attained qualifying retirement status, unvested PSUs granted under Carrier’s annual LTI Plan that are outstanding for more than one year will remain eligible to vest at the completion of the performance period to the extent performance targets are achieved. Messrs. Gitlin, Timperman and White have satisfied a qualifying retirement condition. For non-retirement eligible NEOs, all unvested awards are cancelled, and vested SARs may be exercised up to 90 days following separation. Special out-of-cycle or enhanced annual awards (SARs, RSUs and PSUs) and one-time RSU awards do not have retirement eligibility treatment and, therefore, forfeit upon voluntary termination. 2Equity awards are valued based on the closing price of Carrier common stock on the NYSE on the last trading day of 2023 ($57.45). For SARs, that value is based on the difference between the closing price and the exercise price (as long as that value is positive) multiplied by the number of SARs. For the 2023 PSU portion of the annual grant, values shown reflect target performance as of December 31, 2023. For the 2022 PSU portion of the annual grant, values shown reflect estimated payout based on performance as of December 31, 2023. For the 2021 PSU portion of the annual grant, values shown reflect the actual payout based on performance through December 31, 2023. 3In the event of a qualifying involuntary termination (not for cause), the Senior Executive Severance Plan provides cash severance based on the NEO’s annual base salary in effect at the time of termination in the amount of (i) two times annual base salary for the CEO, and (ii) one and one-half times annual base salary for all other NEOs. The Senior Executive Severance Plan also provides for a prorated payout of the NEO’s target annual bonus based on the number of days worked in the fiscal year up until the date of termination. Messrs. Gitlin, Timperman and O'Connor would receive a cash severance payment if the value of their one-time RSU awards is less than what the cash severance payment would be under the Senior Executive Severance Plan, reduced by the value of the one-time RSU award at termination. 4In the event of an involuntary termination (not for cause), the Senior Executive Severance Plan provides for the continuation of medical benefits and financial planning services for 12 months following the termination. The Senior Executive Severance Plan also provides for 12 months of outplacement services for each NEO. 5In the event of involuntary termination (not for cause), for NEOs who have attained qualifying retirement status, SAR awards granted under Carrier’s annual LTI Plan that are outstanding for more than one year will vest. PSUs granted under Carrier’s annual LTI Plan that are outstanding for more than one year will remain eligible to vest at the completion of the performance period to the extent performance targets are achieved. For NEOs who have not yet qualified for retirement, but have awards granted under Carrier’s annual LTI Plan that are outstanding for more than one year, a prorated portion of SARs will vest. A prorated portion of annual PSU awards will remain eligible to vest at the completion of the performance period to the extent performance goals are achieved. Special out-of-cycle and enhanced annual awards (SAR, RSU and PSU) and one-time RSU awards do not have retirement eligibility treatment and, therefore, forfeit upon involuntary termination (not for cause). One-time RSUs will vest in the case of mutually agreeable separation following three years of service from the date of grant. As of December 31, 2023, Messrs. Gitlin, Timperman, and O'Connor have met the service condition. Equity awards are valued based on the closing price of Carrier common stock on the NYSE on the last trading day of 2023 ($57.45). For SARs, that value is based on the difference between the closing price and the exercise price (as long as that value is positive) multiplied by the number of SARs. 6Messrs. Gitlin, Timperman and O'Connor also are eligible for a grandfathered long-term disability benefit equal to 80% of their base salary plus target bonus compensation as part of the Legacy UTC Compensation Arrangement.In the event of an NEO's disability, the NEO's estate would be eligible to receive a prorated payout of the annual bonus at target. In the event of an NEO's death, the estate would be treated the same.
Potential Payments on Termination or Change in Control Table
| 2024 Proxy Statement | 55 |
Potential Payments on Termination or Change in Control Table
| Proxy Summary | Our Company | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Audit Matters | Proposal 3: Independent Auditor | Proposal 4: Shareowner Proposal | FAQs | Other Information | Appendix |
Potential Payments on Termination or Change in Control Table
7In the event of the death of the CEO, Mr. Gitlin, the CEO Life Insurance Policy provides a death benefit that the beneficiary would be paid assuming the insured’s death occurs at the end of the policy year. 8In the event of a termination due to death, the LTI Plan provides for the accelerated vesting of all outstanding equity awards as of the date of death (including awards outstanding for less than one-year, special out-of-cycle, enhanced annual awards and one-time RSU awards). Equity awards are valued based on the closing price of Carrier common stock on the NYSE on the last trading day of 2023 ($57.45). For SARs that value is based on the difference between the closing price and the exercise price (as long as that value is positive) multiplied by the number of SARs. For the PSU portion of awards, values shown reflect target performance as of December 31, 2023. 9In the event of a termination due to disability, the LTI Plan provides that no outstanding awards will be forfeited (including awards outstanding for less than one year and one-time awards). Awards granted by UTC prior to January 1, 2019, will continue to vest in accordance with their terms that applied prior to the Separation. Awards granted on or after January 1, 2019, will continue to vest on the earlier of (i) the vesting date specified in the schedule of terms or (ii) 29 months following the date the NEO incurs the disability. For the PSU portion of awards, values shown reflect target performance as of December 31, 2023. 10In the event the payments would be subject to the golden parachute excise tax under IRC Section 280G, the Change in Control Severance Plan provides that the NEO will either receive all such payments and benefits and pay the excise tax, or such payments and benefits will be reduced to the extent necessary so that the excise tax does not apply, whichever approach results in a higher after-tax amount of the payments and benefits being retained by the NEO. Given the uncertainty of these calculations, this table does not reflect the impact of the better net after-tax calculation. 11In the event of a qualifying termination following a change in control, the Change in Control Severance Plan provides cash severance based on the NEO’s annual base salary and target annual bonus in effect at the time of termination in the amount of (i) three times annual base salary plus target annual bonus for the CEO, and (ii) two times annual base salary plus target annual bonus for all other NEOs. The Change in Control Severance Plan also provides for a prorated payout of the NEO’s target annual bonus based on the number of days worked in the fiscal year up until the date of termination. 12In the event of a qualifying termination following a change in control, the Change in Control Severance Plan provides for the continuation of medical benefits and financial planning services for 12 months following the termination. The Change in Control Severance Plan also provides for 12 months of outplacement services for each NEO. 13In the event of a qualifying termination following a change in control, the LTI Plan provides for the accelerated vesting of all outstanding equity awards (including awards outstanding for less than one year and one-time awards). Equity awards are valued based on the closing price of Carrier common stock on the NYSE on the last trading day of 2023 ($57.45). For SARs, that value is based on the difference between the closing price and the exercise price (as long as that value is positive) multiplied by the number of SARs. PSUs granted under the LTI Plan vest at the greater of target or actual performance. For the 2023 PSU portion of the annual grant, values shown reflect target performance as of December 31, 2023. For the 2022 PSU portion of the annual grant, values shown reflect estimated payout based on performance as of December 31, 2023. For the 2021 PSU portion of the annual grant, values shown reflect the actual payout based on performance through December 31, 2023. CEO Pay Ratio
Comparing Carrier’s Ratio to Other Companies
| Year (a) | SUMMARY COMPENSATION TABLE (SCT) TOTAL FOR CEO ($)1 (b) | COMPENSATION ACTUALLY PAID ("CAP") TO CEO ($)2 (c) | AVERAGE SCT TOTAL FOR NON-CEO NEOS ($)3 (d) | AVERAGE CAP TO NON-CEO NEOS ($)4 (e) | VALUE OF INITIAL FIXED $100 INVESTED BASED ON | | NET INCOME (GAAP) REPORTED ($B)7 (h) | ADJUSTED DILUTED EARNINGS PER SHARE (EPS) ($)8 (i) | | | | | | | CUMULATIVE TOTAL SHAREHOLDER RETURN (TSR) ($)5 (f) | CUMULATIVE DOW JONES INDUSTRIAL INDEX TSR ($)6 (g) | | | | 2023 | 17,695,200 | 42,696,403 | 5,310,858 | 8,750,047 | 441 | 179 | 1.349 | 2.73 | | 2022 | 13,222,247 | (20,060,104) | 3,819,391 | (6,280,707) | 317 | 157 | 3.534 | 2.34 | | 2021 | 14,892,815 | 61,128,628 | 4,734,191 | 17,061,157 | 417 | 176 | 1.664 | 2.27 | | 2020 | 15,440,951 | 64,414,726 | 5,764,240 | 18,823,830 | 287 | 145 | 1.982 | 1.66 |