DEF 14A of Carrier Global Corp, Feb 25, 2025

DEF 14A of Carrier Global Corp

Filed Feb 25, 2025 · FY20240001783180-25-000014

Open on EDGAR

  1. Carrier Global Corporation

    | Compensation Tables | | 52 | | CEO Pay Ratio | | 61 | | Pay Versus Performance Disclosure | | 63 | | | PROPOSAL 3 | | | Amendment to the Carrier Global Corporation 2020 Long-Term Incentive Plan | | 68 | | Audit Matters | | 77 | | Report of the Audit Committee | | 77 | | | PROPOSAL 4 | | | Ratify Appointment of Independent Auditor for 2025 | | 78 | | | PROPOSAL 5 | | | Shareowner Proposal Requesting a Lobbying Transparency Report | | 80 | | Frequently Asked Questions About the Annual Meeting | | 83 | | Other Important Information | | 89 | | Appendix A: Reconciliation of GAAP Measures to Corresponding Non-GAAP Measures | | 92 | | Appendix B: Second Amendment to the Carrier Global Corporation 2020 Long-Term Incentive Plan | | 95 |

  2. About Carrier

    About Carrier Carrier is a global leader in intelligent climate and energy solutions, with a focus on providing differentiated, digitally enabled lifecycle solutions to our customers. Through our performance-driven culture, we anticipate creating long-term shareowner value by investing strategically to strengthen our product position in homes and buildings and across the cold chain in order to drive profitable growth.

  3. About Carrier

    | | $22.5B Net sales | | ~160 Countries | | 35+ Brands | | ~48,000 Employees |

  4. About Carrier

    Our People & Culture We are an employer of choice, and we focus on our Build Best Teams cultural behavior priority through the deployment of our talent ecosystem that connects strategy; embeds talent in our culture; and activates it through people programs, processes and leadership. One of our core values in The Carrier Way, inclusion, is fundamental to who we are and what we do. We aspire to have an inclusive culture where each and every employee can come to work, every day, feeling like they belong and can contribute to their fullest and greatest potential. We continuously evaluate, modify and enhance our recruitment and retention strategies as part of the overall management of our business. We measure the Pulse of our workforce three times per year through company-wide employee surveys to help us understand how employees feel about working at Carrier and what we can do to improve their experience. Operating Fundamentals The Carrier Way, Leading People The Carrier Way and Carrier Excellence serve as a basis for how we operate our company and drive success – as One Team.

  5. About Carrier

    | 2025 Proxy Statement | 1 |

  6. About Carrier

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  7. About Carrier

    The Carrier Way The Carrier Way outlines our vision, values and cultural behaviors.

  8. About Carrier

    | VISION Our aspiration; why we come to work every day. To be the global leader in intelligent climate and energy solutions. | | | | | | 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. Play to Win We strive to be #1 in everything we do. Choose Speed We focus and move with a bias for action. | | | Achieve Results We perform, with integrity. Dare to Disrupt We innovate and pursue sustainable solutions. Build Best Teams We develop diverse teams, and empower to move faster. | |

  9. About Carrier

    Leading People The Carrier Way Leading People The Carrier Way sets expectations for people leaders and how we build the best teams.

  10. About Carrier

    | | OUR TALENT PHILOSOPHY Our guiding principles for how People Leaders develop talent and Build Best Teams. | OUR LEADER SUCCESS MODEL Our expectations for how People Leaders lead others. Think “Outside In” Seek market-leading solutions. One Carrier always. Know and amaze your customers. Define the Future Boldly Think big, take risks, inspire ideas. Make change comfortable. Try, learn, celebrate. Generate Energy Connect people to purpose, empower. Lead inclusively, ignite optimism. Choose mission over self. Own Outcomes Simplify, prioritize and focus. Anticipate, adjust, clear the path. Make it happen, together. | | We value BEHAVIORS while achieving results. We use the “what” and the “how” to assess performance and potential. We role model The Carrier Way behaviors and hold each other accountable to do the same. We DEVELOP and help our people grow. We support a culture of growth, valuing experiences and cross-company movement to accelerate development. Employees own their development, with support from their leader. We are TRANSPARENT and give real-time feedback. We discuss performance and potential, so all employees can grow and succeed. Leaders and employees give and receive two-way feedback candidly and constructively. We PERFORM by setting stretch goals and holding individuals and teams accountable. We coach for higher performance, raising the bar every year, and take timely action. We DIFFERENTIATE based on contributions. We recognize and reward both high performance and high potential through differentiated investment, development, compensation and career progression. | | |

  11. About Carrier

    | 2 | Carrier Global Corporation |

  12. About Carrier

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  13. About Carrier

    Carrier Excellence Carrier Excellence is our continuous improvement operating system, a mindset that focuses the organization on enhancing efficiency and delivering high-quality outcomes across all facets of our business. Sustainability Carrier is developing breakthrough climate and energy solutions today to help create a better, more sustainable tomorrow. Our innovations help customers achieve their sustainability targets while driving economic value. We are committed to embedding sustainable practices across our global operations, ensuring that we continue to lead the way toward a more sustainable future. Our 2030 sustainability and impact goals reinforce Carrier’s dedication to continuous improvement – challenging ourselves to think bigger and be better. Building on three decades of environmental targets, these goals focus on reducing our impact on the planet; supporting our people and communities; and delivering solutions that enhance efficiency, resilience and long-term value. Through innovation, empowering our people and operating with integrity, we strive to be a catalyst for lasting, positive change. That is The Carrier Way. Learn about our goals and progress at www.corporate.carrier.com/SIR. Corporate Social Responsibility Carrier supports organizations that promote the planet, people and the communities in which we live, work and operate. We encourage you to visit the Corporate Responsibility section of our website (www.corporate.carrier.com/our-communities) to learn more.

  14. About Carrier

    | 2025 Proxy Statement | 3 |

  15. About Carrier

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  16. About Carrier

    2024 Performance and Business Highlights In 2024, Carrier underwent incredible change, transforming our company into a pure-play climate solutions provider, while we delivered on our commitments to customers, employees and shareowners. Our results demonstrated strong financial performance and operational excellence. With our portfolio transformation complete, we are now a simpler, more focused, intelligent climate and energy solutions provider with leading positions in all major geographies and a comprehensive suite of sustainable and innovative solutions. Looking ahead, our focus, increased scale and leading innovation will allow our team to double down on providing our customers with differentiated solutions to drive the critically important outcomes they desire while achieving outsized operational excellence.

  17. About Carrier

    | Financial Highlights | Achieved strong financial performance in 2024, while delivering on large-scale transformation, driven by Carrier Excellence: ▪Increased 2024 net sales by 19% year-over-year, with 3% organic sales growth. Carrier gained market share in nearly every business, achieving outsized growth in key verticals. ▪Increased GAAP operating profit margins by 40 basis points and significantly increased adjusted operating profit margins by 180 basis points driven by organic sales growth and strong productivity. ▪GAAP diluted earnings per share decreased 25% year-over-year driven by higher interest and tax expense. Adjusted diluted earnings per share increased by 16% year-over-year driven by strong operating performance. ▪Delivered on our Viessmann Climate Solutions cost synergy targets. ▪Grew aftermarket sales double digits in 2024. Our aftermarket business has grown by a double-digit CAGR since 2020.2 ▪Achieved our fourth consecutive year of double-digit growth in the global Commercial HVAC business, an area where increased investments continue to pay dividends. We achieved nearly 200% data center orders growth in 2024. 1See Appendix A beginning on page 92 for information regarding non-GAAP measures and a reconciliation of each non-GAAP measure to the most comparable GAAP measure. 2Excluding NORESCO. | | Innovation and Differentiation, Digitally Enabled | Introduced sustainable, digitally enabled new products to customers, enhancing differentiation: ▪Introduced over 80 innovative new products to the market. ▪Navigated the North America EPA regulatory A2L refrigerant transition successfully in the Residential and Light Commercial HVAC businesses. ▪Investment in Strategic Thermal Labs, known for groundbreaking technology for liquid cooling solutions for data centers. ▪Matured digital offerings and now have more than 45,000 chillers and hundreds of thousands of refrigeration units connected. | | Mergers and Acquisitions and Capital Deployment | Executed a dynamic capital allocation strategy: ▪Divested our Global Access Solutions, Industrial Fire, Commercial Refrigeration and Commercial & Residential Fire businesses, simplifying and focusing the portfolio, for an aggregate value exceeding $10 billion, achieving a blended mid-teen EBITDA multiple. ▪Acquired Viessmann Climate Solutions, the premier residential and light commercial HVAC provider in Europe, expanding our portfolio to offer a global, comprehensive suite of sustainable and innovative building and cold-chain solutions for a total enterprise value of €12 billion. ▪As committed, returned to approximately 2x net leverage at year-end 2024. ▪Returned approximately $2.6 billion in capital to shareowners through dividends and share repurchases. |

  18. About Carrier

    | 4 | Carrier Global Corporation |

  19. About Carrier

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  20. About Carrier

    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.

  21. About Carrier

    | Proposal 1: Election of Directors | | Our Board recommends a vote FOR each nominee | | What are you voting on? At the 2025 Annual Meeting, 10 director nominees are to be elected to hold office until the 2026 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 2024 Annual Meeting, except for Amy E. Miles who joined the Board in January 2025. | |

  22. About Carrier

    | Proposal 2: Advisory Vote to Approve Named Executive Officer (NEO) Compensation | | Our Board recommends a vote FOR the say-on-pay proposal | | 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. | |

  23. About Carrier

    | Proposal 3: Approve an Amendment to the Carrier Global Corporation 2020 Long-Term Incentive Plan | | Our Board recommends a vote FOR the amendment to the LTIP. | | What are you voting on? We are asking shareowners to approve an amendment to the Carrier Global Corporation 2020 Long-Term Incentive Plan (the “Plan” or the “LTIP”). Our Board of Directors (the “Board”) approved this amendment on February 6, 2025, subject to shareowner approval as required by the New York Stock Exchange (“NYSE”). | If shareowners approve this proposal, the Plan will be amended to authorize 17,000,000 additional shares for future issuance under the Plan. Approximately 7,484,000 shares (as of February 13, 2025) previously approved by shareowners for issuance under the Plan also will remain available. | |

  24. About Carrier

    | Proposal 4: Ratify Appointment of Independent Auditor for 2025 | | Our Board recommends a vote FOR the ratification of the appointment of PwC to serve as the company’s independent auditor for 2025. | | 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, 2025. | 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. | |

  25. About Carrier

    | Proposal 5: Shareowner Proposal Requesting a Lobbying Transparency Report | | Our Board recommends a vote AGAINST the shareowner proposal. | | What are you voting on? A shareowner has submitted a proposal requesting production of an annual lobbying transparency report. | The Board recommends a vote against this proposal for the reasons outlined on page 81. | |

  26. About Carrier

    | 2025 Proxy Statement | 5 |

  27. About Carrier

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  28. About Carrier

    | PROPOSAL 1: ELECTION OF DIRECTORS WHAT ARE YOU VOTING ON? The Board presents 10 nominees for election as directors at the 2025 Annual Meeting. Each director nominee has consented to being named as a nominee in the Proxy materials and to serve if elected. Each director elected at the Annual Meeting will serve until the 2026 Annual Meeting or until a successor is duly qualified and elected. Our director nominees hold or have held senior positions as leaders of various large and complex global businesses. Our nominees are or have been chief executive officers, chief financial officers, chief accounting officers and members of senior management. Through these roles, our nominees have developed expertise in finance, human capital management, innovation, digital and technology, international business operations, risk management, sustainability and strategic planning. With this blend of skills and experience, our directors bring a seasoned and practical understanding of governance, public policy, compensation and sustainable practices to the Board’s deliberations. Detailed biographical information for each director nominee follows. We have included career highlights, other directorships and other leadership and service experience. Our Board considered all of the below described attributes as well as the results of our annual self-evaluation process when deciding to renominate each of the nominees. |

  29. About Carrier

    | Board Recommendation: | | Vote FOR each director nominee |

  30. About Carrier

    | | David L. Gitlin, 55 Chairman & Chief Executive Officer, Carrier Global Corporation Director Since: 2020 Other Current Directorships: The Boeing Company | | | John J. Greisch, 69 Lead Independent Director Former President & Chief Executive Officer, Hill-Rom Holdings, Inc. Director Since: 2020 Other Current Directorships: Discovery Life Sciences, Catalent, Inc., Viant Medical | | | Jean-Pierre Garnier, 77 Independent Former Chief Executive Officer, GlaxoSmithKline plc Director Since: 2020 Other Current Directorships: BioAge Labs, Inc., Cellectis S.A. | | | Charles M. Holley, Jr., 68 Independent 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 | | | Michael M. McNamara, 68 Independent Co-Founder & Chief Executive Officer, Samara Former Chief Executive Officer, Flex Ltd. Director Since: 2020 Other Current Directorships: Workday, Inc. |

  31. About Carrier

    | | Amy E. Miles, 58 Independent Former Chair of the Board & Chief Executive Officer, Regal Entertainment Group Director Since: 2025 Other Current Directorships: The Gap, Inc., Amgen Inc., Suntex Marinas | | | Susan N. Story, 65 Independent Former President & Chief Executive Officer, American Water Works Company, Inc. Director Since: 2023 Other Current Directorships: Dominion Energy, Inc., Newmont Corporation | | | Michael A. Todman, 67 Independent Former Vice Chairman, Whirlpool Corporation Director Since: 2020 Other Current Directorships: Brown-Forman Corporation, Prudential Financial, Inc., Mondelez International, Inc. | | | Max Viessmann, 36 Chief Executive Officer & Member of the Executive Board, Viessmann Generations Group GmbH & Co. KG Director Since: 2024 Other Current Directorships: Viessmann Generations Group GmbH & Co. KG | | | Virginia M. Wilson, 70 Independent 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. |

  32. About Carrier

    | 6 | Carrier Global Corporation |

  33. About Carrier

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  34. About Carrier

    Criteria for Board Membership Through its annual self-evaluation process, the Board has identified the following key attributes, skills and experience of directors that it believes are essential to the oversight and implementation of Carrier’s business and strategy requirements and to promoting the long-term interests of Carrier, its shareowners and other stakeholders.

  35. About Carrier

    | Key Attributes | | | ▪Objectivity and independence ▪Sound judgment ▪High integrity ▪Effective collaboration | ▪Loyalty to the interests of Carrier and its shareowners ▪Ability and willingness to devote the time necessary to fulfill a director’s duties ▪Ability to contribute to the diversity of perspectives in the Board’s deliberations |

  36. About Carrier

    | 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 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 as Carrier moves forward as a digitally enabled and end-to-end sustainable climate and energy solutions provider. | | | 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. |

  37. About Carrier

    | 2025 Proxy Statement | 7 |

  38. About Carrier

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  39. Board Nominee Highlights

    Board Nominee Highlights

  40. Board Nominee Highlights

    | TENURE | | AGE | INDEPENDENCE | | 3.9 years average tenure | | | 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. | | 7 members on Board since inception | 3 new Board members in last 3 years | | |

  41. Board Nominee Highlights

    | Board Composition | | | 4 of 10 (40%) Board nominees are diverse | 2 of 5 (40%) Board leadership positions are held by diverse members |

  42. Board Nominee Highlights

    Our policy is to build a board representing a diverse range of perspectives. 3 Female (30%) Amy E. Miles, Susan N. Story, Virginia M. Wilson 1 Racially Diverse (10%) Michael A. Todman 3 Born Outside U.S. (30%) Jean-Pierre Garnier, Michael A. Todman, Max Viessmann

  43. Director Skills and Experience

    Director Skills and Experience Our director nominees’ most significant skills and experience 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.

  44. Director Skills and Experience

    | | SKILLS, EXPERIENCES AND ATTRIBUTES | | | | | | | | BOARD COMMITTEES | | | | | NAME | | | | | | | | | A | C | G | T | | David L. Gitlin | | | | | | | | | | | | | | John J. Greisch | | | | | | | | | | | | | | Jean-Pierre Garnier | | | | | | | | | | | | | | Charles M. Holley, Jr. | | | | | | | | | | | | | | Michael M. McNamara | | | | | | | | | | | | | | Amy E. Miles | | | | | | | | | | | | | | Susan N. Story | | | | | | | | | | | | | | Michael A. Todman | | | | | | | | | | | | | | Max Viessmann | | | | | | | | | | | | | | Virginia M. Wilson | | | | | | | | | | | | |

  45. Director Skills and Experience

    | ATTENDANCE | QUALIFICATIONS AND ATTRIBUTES | | | | COMMITTEES | | | | | Directors attended 98% of the meetings of the Board and 97% of the meetings of the committees on which they served in 2024. Each director attended more than 83% of the meetings of the Board and the committees on which he or she served during 2024. | | Financial | | Knowledge of Company/Industry | A | Audit Committee | | Member | | | | Human Capital Management | | Marketing/Sales | C | Compensation Committee | | Chair | | | | Innovation, Digital Technology and Cybersecurity | | Risk Management/ Oversight | G | Governance Committee | | | | | | International Business Operations | | Senior Leadership | T | Technology & Innovation Committee | | |

  46. Director Skills and Experience

    | 8 | Carrier Global Corporation |

  47. Director Skills and Experience

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  48. Director Skills and Experience

    The Board’s Self-Evaluation Process

  49. Director 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, and Virginia Wilson, our Governance Committee Chair, led the 2024 evaluation process and met with each of the directors individually to allow for their candid assessments of peer contributions and performance as well as Board and committee effectiveness. Mr. Greisch and Ms. Wilson provided a summary of their conversations to the Board, which included feedback regarding the following topics: | Our Lead Independent Director and Governance Committee Chair lead the annual self-evaluation. |

  50. Director Skills and Experience

    | ▪The skills and experience of individual directors and the Board as a whole ▪The Board’s engagement with management and shareowners ▪The structure and composition of the Board’s Committees and their respective areas of oversight | ▪The combined Chairman and CEO role, and whether it continues to provide the most effective leadership and oversight for the company and its growth strategy ▪The Board’s role in, and adequateness of, succession planning for CEO and senior leadership |

  51. Director Skills and Experience

    Director Independence Under Carrier’s Corporate Governance Principles, a substantial majority of our directors must be independent, meaning that the director does not have a direct or indirect material relationship with Carrier other than as a director. The Governance Committee assesses director independence pursuant to the NYSE listing standards, applicable law and Carrier’s Director Independence Policy (the “Policy”), which is available on the Corporate Responsibility section of our website (see page 3). Before joining the Board, and annually thereafter, each director completes a questionnaire seeking information about relationships and transactions that may require disclosure or affect their director responsibilities that may affect the independence determination, or that may affect the heightened independence standards that apply to members of the Audit Committee and Compensation Committee. The Governance Committee’s assessment considers all known relevant facts and circumstances about any relationships bearing on the independence of a director or nominee. The assessment also considers sales and purchases of products and services between Carrier, including its subsidiaries, and other companies or charitable organizations where a director and a nominee (and immediate family members) may have relationships that are pertinent to the independence determination. Based on this assessment, the Board has determined that all of the nominees for election at the 2025 Annual Meeting, except for Messrs. Gitlin and Viessmann, are independent under NYSE listing standards and the Policy, because none of them has a business, financial, family or other relationship with Carrier that is considered material. With respect to the two non-independent nominees, Mr. Gitlin is currently an employee of Carrier, and Mr. Viessmann is the Chief Executive Officer, a member of the Executive Board and a significant beneficial owner of Viessmann Generations Group GmbH & Co. KG (the “Viessmann Generations Group”), from which Carrier acquired the Viessmann Climate Solutions business and with which Carrier has entered into various related agreements as discussed on page 89. Additionally, the Board has determined that each member of the Audit Committee meets the independence requirements for audit committee membership under the NYSE listing standards and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Also, each member of the Compensation Committee and Governance Committee meets the independence and other requirements for compensation committee and governance committee membership as set forth in the NYSE listing standards, the company’s Corporate Governance Principles and Director Independence Policy and the rules of the Securities and Exchange Commission (“SEC”) applicable to boards of directors in general, and compensation committees and governance committees in particular.

  52. Director Skills and Experience

    | 2025 Proxy Statement | 9 |

  53. Director Skills and Experience

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  54. Director 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.

  55. Director 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, 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. | } | 2024-2025 Outcomes ▪Nominated 10 candidates for election at the 2025 Annual Meeting. ▪Appointed Max Viessmann a director. He brings valuable expertise in digitalization, sustainability and technology, and in the climate and energy industries. ▪Appointed Amy E. Miles a director. She brings valuable experience in increasing shareowner value by driving customer, operational and financial excellence. ▪Refreshed committee membership assignments in our Audit, Governance and Technology & Innovation committees. |

  56. Director 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 88). 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 large and diverse pool of candidates. 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 2025 Annual Meeting. As a founding member of the Carrier Board and its first Lead Independent Director, Dr. Garnier’s deep and unique understanding of Carrier’s core business and customers gained during his tenure as a director of Carrier’s prior parent company, United Technologies Corporation (“UTC”), (renamed RTX Corporation [“RTX”]), has been invaluable to the Board. Coupled with his extensive experience with international businesses and leading companies through critical growth phases, the Board continues to believe that Dr. Garnier’s unique experience and continuity of leadership will be critical as Carrier moves forward as a climate and energy solutions provider. Nominees for the 2025 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 2024 Annual Meeting, except for Amy E. Miles who joined the Board in January 2025. Ms. Miles joined the Board as the former Chair of the Board and Chief Executive Officer of Regal Entertainment Group, bringing extensive experience in business, innovation and operational leadership. After reviewing her qualifications and discussing her nomination, the Governance Committee recommended Ms. Miles to the Board. Upon the recommendation of the Governance Committee and considering her qualifications, the Board elected Ms. Miles as an independent director effective January 15, 2025, with a term expiring at the 2025 Annual Meeting. The Board also appointed Ms. Miles to serve on the Audit and Governance committees. If, prior to the 2025 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 2025 Annual Meeting, the proxy holders will vote the shares for which they serve as proxy for that replacement nominee.

  57. Director Skills and Experience

    | Our Board of Directors recommends a vote FOR the election of each of the nominees presented in the Proxy Statement. |

  58. Director Skills and Experience

    | 10 | Carrier Global Corporation |

  59. Director Skills and Experience

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  60. Director Skills and Experience

    | | | | | | | David L. Gitlin | 55 | | | | | Chairman & Chief Executive Officer Carrier Global Corporation | Director Since: 2020 | Committees: None | | CAREER HIGHLIGHTS ▪Carrier Global Corporation ▪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 & 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) | |

  61. Director Skills and Experience

    | | | | | | | John J. Greisch | 69 | | Lead Independent Director | | | Former President & Chief Executive Officer Hill-Rom Holdings, Inc. | Director Since: 2020 | Committees: Compensation, Technology & Innovation | | CAREER HIGHLIGHTS ▪Hill-Rom Holdings, Inc. (medical technology) ▪President & Chief Executive Officer, 2010 to 2018 ▪Baxter International, Inc. (healthcare) ▪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 ▪Discovery Life Sciences (non-public) (Chairman), since 2024 ▪Catalent, Inc. (non-public) (non-executive Chairman), since 2023 ▪Viant Medical (non-public) (non-executive Chairman), since 2018 FORMER DIRECTORSHIPS ▪Cerner Corporation, 2019 to 2022 ▪Idorsia Pharmaceuticals Ltd., 2017 to 2020 ▪Actelion Ltd., 2013 to 2017 ▪Hill-Rom Holdings, Inc., 2010 to 2018 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Member, Board of Directors, Ann & Robert H. Lurie Children’s Hospital of Chicago | |

  62. Director Skills and Experience

    | 2025 Proxy Statement | 11 |

  63. Director Skills and Experience

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  64. Director Skills and Experience

    | | | | | | | Jean-Pierre Garnier, Ph.D. | 77 | | Independent | | | Former Chief Executive Officer GlaxoSmithKline plc | 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 ▪BioAge Labs, Inc. (Chair), since 2024 ▪Cellectis S.A. (non-executive Chairman), since 2020 | | FORMER DIRECTORSHIPS ▪Carmat (non-executive Chairman), 2018 to 2022 ▪Idorsia Pharmaceuticals Ltd. (non-executive Chairman), 2017 to 2020 ▪Radius Health, Inc., 2015 to 2022 ▪Alzheon, Inc. (non-public), 2015 to 2018 ▪Actelion Ltd. (non-executive Chairman), 2011 to 2017 ▪Renault S.A., 2009 to 2016 ▪United Technologies Corporation, 1997 to 2020 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 | |

  65. Director Skills and Experience

    | | | | | | | Charles M. Holley, Jr. | 68 | Independent | | | | Former Executive Vice President & Chief Financial Officer Wal-Mart Stores, Inc. | 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 ▪Sunrise Group Holdings, LLC (non-public), since 2023 ▪Phillips 66, since 2019 (audit; public policy and sustainability) ▪Amgen, Inc., since 2017 (audit, chair; governance) 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 | |

  66. Director Skills and Experience

    | 12 | Carrier Global Corporation |

  67. Director Skills and Experience

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  68. Director Skills and Experience

    | | | | | | | | Michael M. McNamara | 68 | | | Independent | | | Co-Founder & Chief Executive Officer Samara | Former Chief Executive Officer Flex Ltd. | | 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-public) (non-executive Chairman), 2019 to 2023 ▪Skyryse (non-public), 2019 to 2022 ▪Slack Technologies, Inc., 2019 to 2021 ▪Delphi Corporation, 2009 to 2012 ▪MEMC Corporation, 2007 to 2011 ▪Flex Ltd., 2005 to 2018 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Member, Advisory Board, New Legacy Opportunity Fund ▪Member, Visiting Committee Advisory Board, MIT Sloan School of Management | |

  69. Director Skills and Experience

    | | | | | | | Amy E. Miles | 58 | Independent | | | | Former Chair of the Board & Chief Executive Officer Regal Entertainment Group | Director Since: 2025 | Committees: Audit, Governance | | CAREER HIGHLIGHTS ▪Regal Entertainment Group ▪Chair, 2015 to 2018 ▪Chief Executive Officer, 2009 to 2018 ▪Treasurer and Chief Financial Officer, 2000 to 2009 ▪Senior Vice President of Finance, 1999 to 2000 ▪Deloitte ▪Senior Manager, 1998 to 1999 ▪PricewaterhouseCoopers ▪Various positions, 1989 to 1998 | | OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪Suntex Marinas (non-public) (Independent Board Chair), since 2022 ▪The Gap, Inc., since 2020 (audit, chair; governance and sustainability) ▪Amgen Inc., since 2020 (audit; governance) OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Advisory Board, LIV Development, LLC ▪Former Independent Director, Norfolk Southern Corporation ▪Former Lead Director, ASM Global | |

  70. Director Skills and Experience

    | 2025 Proxy Statement | 13 |

  71. Director Skills and Experience

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  72. Director Skills and Experience

    | | | | | | | Susan N. Story | 65 | Independent | | | | Former President & Chief Executive Officer American Water Works Company, Inc. | 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 ▪Newmont Corporation, since 2020 (compensation and talent development) ▪Dominion Energy, Inc. (Independent Lead Director), since 2017 (safety, technology, nuclear and operations; compensation and talent development) FORMER DIRECTORSHIPS ▪American Water Works Company, Inc., 2014 to 2020 ▪Raymond James Financial, Inc. (former Lead Independent Director), 2008 to 2023 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Board of Advisors, H. Lee Moffitt Cancer Center & Research Institute | |

  73. Director Skills and Experience

    | | | | | | | Michael A. Todman | 67 | Independent | | | | Former Vice Chairman Whirlpool Corporation | Director Since: 2020 | Committees: Compensation (Chair), Technology & Innovation | | 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 ▪Mondelez International, Inc., since 2020 (people and compensation, chair; governance) | | ▪Prudential Financial, Inc. (Lead Independent Director), since 2016 (compensation and human capital, chair; executive, chair; finance) ▪Brown-Forman Corporation (Lead Independent Director), since 2014 (audit; governance and nominating; executive) 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 Southwest Michigan ▪Vice Chair, Board of Directors, Corewell Health | |

  74. Director Skills and Experience

    | 14 | Carrier Global Corporation |

  75. Director Skills and Experience

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  76. Director Skills and Experience

    | | | | | | | Max Viessmann | 36 | | | | | Chief Executive Officer & Member of the Executive Board Viessmann Generations Group GmbH & Co. KG | Director Since: 2024 | Committees: Technology & Innovation | | CAREER HIGHLIGHTS ▪Viessmann Generations Group GmbH & Co. KG, since 2015 ▪Chief Executive Officer & 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 Generations Group GmbH & Co. KG (non-public), since 2017 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Chairman, Advisory Council of the German Cancer Research Center ▪Advisory Board, FGTC | |

  77. Director Skills and Experience

    | | | | | | | Virginia M. Wilson | 70 | Independent | | | | Former Senior Executive Vice President & Chief Financial Officer Teachers Insurance and Annuity Association of America | 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; compensation) FORMER DIRECTORSHIPS ▪Conduent, Inc., 2017 to 2020 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Member, Board of Trustees, Catholic Charities of the Archdiocese of New York ▪Cardinal McCloskey Community Services | |

  78. Director Skills and Experience

    | 2025 Proxy Statement | 15 |

  79. Director Skills and Experience

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  80. Director Skills and Experience

    Corporate Governance

  81. 2024 Director Compensation

    2024 Director Compensation The following table sets forth information regarding the 2024 compensation paid to our non-employee directors.

  82. 2024 Director Compensation

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)1 | ALL OTHER COMPENSATION ($)2 | TOTAL ($) | | Jean-Pierre Garnier | 124,000 | 186,000 | 972 | 310,972 | | John J. Greisch | — | 345,000 | 3,084 | 348,084 | | Charles M. Holley, Jr. | 134,000 | 201,000 | 6,343 | 341,343 | | Michael M. McNamara | 132,000 | 198,000 | 685 | 330,685 | | Amy E. Miles3 | — | — | — | — | | Susan N. Story | — | 325,000 | 4,263 | 329,263 | | Michael A. Todman | 138,000 | 207,000 | 3,171 | 348,171 | | Max Viessmann4 | 186,000 | 279,000 | 1,260 | 466,260 | | Virginia M. Wilson | 138,000 | 207,000 | 25,000 | 370,000 | | Beth A. Wozniak | 124,000 | 186,000 | 549,017 | 859,017 |

  83. 2024 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 2024 Annual Report on Form10-K. The number of units credited to each non-employee director in 2024 was calculated by dividing the value of the award by $53.38, the NYSE closing price per share of Carrier common stock on April 18, 2024, the date of the 2024 Annual Meeting. For Mr. Viessmann, the number of units credited for the April 2023 to April 2024 Board cycle was calculated by dividing the value of the award by $56.45, the NYSE closing price per share of Carrier common stock on January 2, 2024, the effective date of his appointment to the Board. 2Amounts in this column include incidental benefits, matching contributions on behalf of Mr. Greisch ($2,500) and 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 spousal travel on the corporate aircraft for Mr. Holley in January, and for Messrs. Holley and Todman and Ms. Story for the December meeting of the Board of Directors. Ms. Wozniak resigned from the Board of Directors effective June 19, 2024. Per the terms of the Carrier Director DSU Plan, accumulated DSUs were distributed following her departure according to the prior distribution elections for each award. 3Ms. Miles was appointed to Carrier’s Board effective January 15, 2025, and so did not have compensation for 2024. As disclosed under “Annual Retainer” on page 24, 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. 4Mr. Viessmann was appointed to Carrier’s Board effective January 2, 2024. As disclosed under “Annual Retainer” on page 24, 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 and therefore received 50% of the retainer for the April 2023 to April 2024 Board cycle ($62,000) and the full retainer for the April 2024 to April 2025 Board cycle ($124,000) in 2024.

  84. 2024 Director Compensation

    | 2025 Proxy Statement | 25 |

  85. 2024 Director Compensation

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  86. 2024 Director Compensation

    SHARE OWNERSHIP

  87. Section II: Executive Compensation Governance Practices

    | KEY PARTICIPANTS | PRIMARY ROLES AND RESPONSIBILITIES RELATING TO EXECUTIVE COMPENSATION DECISIONS | | Compensation Committee (Composed of four independent, non-employee directors who report to the Board) | ▪Sets financial, strategic and operational goals and objectives for the company, the business segments and the CEO as they relate to the annual and long-term incentive plans ▪Assesses company, business segment and NEO performance relative to the preestablished goals and objectives set for the year ▪Recommends CEO pay adjustments to the Board based on its assessment of CEO performance and market data ▪Reviews the CEO’s recommendations for pay changes for the ELT members and executive officers and makes adjustments, as appropriate ▪Evaluates the competitiveness of the compensation packages for the CEO, NEOs and non-NEO ELT members and executive officers ▪Approves all executive compensation program design changes, including incentive plans, severance, change in control, share ownership requirements, perquisites and supplemental benefit arrangements ▪Reviews risk assessments of Carrier’s compensation plans, policies and practices ▪Considers shareowner inputs regarding executive compensation decisions and policies All decisions are subject to review by the other independent directors. | | Independent Compensation Consultant1 (Pearl Meyer) | ▪Provides advice and guidance to the Committee concerning compensation levels and our compensation programs ▪Reports directly to the Committee | | Management | ▪Considers the performance of each NEO and non-NEO ELT member and executive officer, their business segment and/or function, market benchmarks, internal equity and retention risk when determining pay recommendations ▪Presents the Committee with recommendations for each principal element of compensation for ELT members and executive officers ▪Has no role in the Committee’s determination of CEO compensation ▪In consultation with the Committee’s independent compensation consultant, provides insight on program design and compensation market data to assist the Committee with its decisions |

  88. Section II: Executive Compensation Governance Practices

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  89. Section II: Executive Compensation Governance Practices

    Peer Benchmarking and Compensation Peer Group To maintain a competitive executive compensation program, the Committee believes the target value of each principal element of compensation (i.e., base salary, target annual bonus and target LTI award value) should approximate the market median of the companies that Carrier views as competitors for executive talent. The Committee annually evaluates each compensation element relative to the market for each ELT member’s role and adjusts as necessary. However, individual compensation may vary from market median benchmarks based on the Committee’s assessment of other factors that it determines to be relevant, including business segment/function and individual performance, job scope, retention risk, internal pay equity, versatility of skills and experience in role. To establish the competitive market rate for each of the principal components of CEO and ELT compensation, the Committee selects a group of publicly traded companies referred to as the “Compensation Peer Group.” The Committee annually reviews the Compensation Peer Group to maintain relevancy and to ensure the availability of data, while seeking to avoid significant changes in the Compensation Peer Group to ensure a level of year-over-year comparison. 2024 Compensation Peer Group Data1

  90. Section II: Executive Compensation Governance Practices

    | | CARRIER | PERCENTILE | RANKING | | | | Revenue ($M) | $22,486 | | 8 of 16 | 2024 Compensation Peer Group | | | | | | | 3M Co. Caterpillar Inc. Cummins Inc. Deere & Company Eaton Corporation plc Emerson Electric Co. Honeywell International Inc. Illinois Tool Works Inc. | Johnson Controls International plc Otis Worldwide Corporation Parker Hannifin Corporation Stanley Black & Decker, Inc. TE Connectivity Ltd. Trane Technologies plc Whirlpool Corporation | | Market Capitalization ($M) | $61,245 | | 10 of 16 | | |

  91. Section II: Executive Compensation Governance Practices

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  92. Section III: 2024 CEO and NEO Compensation

    Section III: 2024 CEO and NEO Compensation The compensation program for the CEO and NEOs, and other executives, primarily consists of the following elements: ▪Base salary ▪Annual performance-based cash bonus ▪Long-term incentive compensation consisting of SARs and PSUs 2024 Base Salary To attract and retain talented and qualified executives, we provide competitive base salaries, which we target at the market median. The Committee reviews the CEO’s recommendations for base salary adjustments for the ELT and other executive officers relative to market data for similar roles. The Committee has discretion to modify or approve the CEO’s recommendations, and the CEO has no involvement in the Board’s determination of his own compensation. Actual salaries may vary from market median based on factors such as job scope and responsibilities, experience in role, breadth of skills, tenure, individual performance, retention risk and internal pay equity. In 2024, the Committee recommended and the Board approved an increase in Mr. Gitlin’s base salary to $1,500,000 based on individual performance, market analysis of similar positions within our Compensation Peer Group and input from its independent compensation consultant to ensure appropriate external alignment. The table below shows both the 2023 and 2024 annual base salary for each NEO. Base salary adjustments became effective on April 1, 2024, unless otherwise noted.

  93. Section III: 2024 CEO and NEO Compensation

    1Mr. Pandya received a base salary change on October 15, 2023, and did not receive a salary increase on April 1, 2024. 2Mr. Timperman did not receive a base salary change in 2024. His employment ended on July 1, 2024. 2024 Annual Bonus Plan We provide our NEOs the opportunity to earn annual cash incentive compensation under our Annual Bonus Plan. The Committee believes its methodology for determining annual bonus awards accomplishes the following objectives: ▪Establishes challenging but achievable performance goals that are consistent with the Committee’s assessment of opportunities and risks for the upcoming year, as communicated to investors ▪Sets annual bonus targets for NEOs that are market competitive ▪Allows the Committee to assess both overall company performance and individual performance Annual Bonus Plan Targets The Committee approves annual bonus targets based on relevant market data for each NEO’s role, including market median levels in the context of total target compensation and the scope of the NEO’s role. Annual bonus targets are expressed as a percentage of base salary and generally approximate the Compensation Peer Group median. The 2024 annual bonus targets for each NEO are shown below.

  94. Section III: 2024 CEO and NEO Compensation

    | NEO | 2024 ANNUAL BONUS TARGET VALUE (AS % OF BASE SALARY) | 2024 ANNUAL BONUS TARGET VALUE ($) | | David Gitlin | 175% | 2,625,000 | | Patrick Goris | 100% | 850,000 | | Gaurang Pandya | 90% | 630,000 | | Ajay Agrawal | 70% | 407,680 | | Kevin O’Connor | 80% | 589,040 | | Jurgen Timperman1 | 90% | 585,000 |

  95. Section III: 2024 CEO and NEO Compensation

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  96. Section III: 2024 CEO and NEO Compensation

    Annual Bonus Plan Performance Metrics and Relative Weighting Our 2024 Annual Bonus Plan was designed to reward NEOs for delivering top- and bottom-line growth and improving free cash flow (“FCF”), the results of which are used to establish a Company Performance Factor as calculated in the 2024 Annual Bonus Final Company Performance Factor Table (the “Company Performance Factor”), which establishes the overall annual bonus pool.

  97. Section III: 2024 CEO and NEO Compensation

    In addition to the financial metrics, NEOs were assigned 2024 strategic and operational objectives in furtherance of Carrier’s priorities and goals. As a part of the individual performance factor portion of the 2024 Annual Bonus Plan (“Individual Performance Factor”), each NEO’s progress against these goals can result in upward or downward adjustments to the NEO’s calculated annual bonus payout determined by the financial metrics.

  98. Section III: 2024 CEO and NEO Compensation

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  99. NEO Annual Bonus Payout Calculation

    NEO Annual Bonus Payout Calculation

  100. NEO Annual Bonus Payout Calculation

    | Base Salary $x | Annual Bonus Target %x | Company/Segment Performance Factor (1/3 Sales, 1/3 Adjusted Operating Profit, 1/3 FCF)x | Individual Performance Factor % | = | Final Annual Bonus Payout $ |

  101. NEO Annual Bonus Payout Calculation

    The annual bonus award for each executive is calculated by first multiplying each executive’s annual base salary by his annual bonus target percentage, multiplied by the applicable Company Performance Factor approved by the Committee, which takes into account business segment performance results if applicable. An Individual Performance Factor is then applied, resulting in a participant’s final annual bonus payout. An individual participant’s annual bonus payout cannot exceed 200% of such participant’s annual bonus target value. 2024 Annual Bonus Plan Final Company Performance Factor The Annual Bonus Plan financial targets are set in partnership with the Committee and the Board of Directors and represent the Committee’s desire for increases over prior year performance targets and results. 2024 Sales and Operating Profit targets were both set at levels higher than prior year actual results. The 2024 FCF target was slightly below the actual 2023 FCF performance because the 2024 FCF target reflected the expected impact of significant M&A fees related to the portfolio transformation business exits and the Viessmann Climate Solutions acquisition. These targets are aligned with shareowner value creation and are intended to be stretch but achievable. The Committee has the authority to reduce the final Company Performance Factor if it believes measured financial performance does not align with its assessment of overall performance. During 2024, the company underwent a significant transformation of its portfolio. As a result of this transformation and in accordance with GAAP, the company started reporting some, but not all, of the businesses being exited as Discontinued Operations. For Annual Bonus Plan purposes, the Committee and the Board of Directors held the management team accountable for all the businesses, whether reported in Continued or Discontinued Operations, for as long as the company owned the businesses being exited. Accordingly, the target for each financial metric was adjusted for the actual timing of each business exited during 2024. As a result, the 2024 financial metrics reported in the table below are different than the financial results disclosed as Continuing Operations. A reconciliation is provided on page 92 of this Proxy. Carrier delivered strong 2024 financial results, including strong operating performance while it executed on its portfolio transformation. For the 2024 Annual Bonus Plan metrics, Carrier’s performance against established targets fell slightly short of our internal annual sales and adjusted operating profit targets, and above target payout for the free cash flow target. Following the conclusion of fiscal 2024, the Compensation Committee reviewed and discussed the company’s achievement of its fiscal 2024 objectives and its publicly reported, non-GAAP financial results. As shown in the table below, as calculated, the company’s performance against established targets resulted in a company performance factor of 112% of target. Under its authority, the Committee, in consultation with management and its independent compensation consultant, exercised negative discretion to reduce the Company Performance Factor to 90% of target. In making this determination, the Committee considered strong free cash flow performance in the context of operating performance that fell below established targets.

  102. NEO Annual Bonus Payout Calculation

    | FINANCIAL METRIC1 | WEIGHTING | THRESHOLD 50% PAYOUT | TARGET 100% PAYOUT | MAXIMUM 200% PAYOUT | ACHIEVEMENT | COMPANY PERFORMANCE FACTOR | | Sales | 1/3 | | | | 77.0% | 25.7% | | Adjusted Operating Profit | 1/3 | | | | 91.0% | 30.3% | | Free Cash Flow | 1/3 | | | | 168.0% | 56.0% | | | | Company Performance Factor: | | | | 112.0% | | | | Negative Discretion: | | | | (22.0)% | | | | Final Company Performance Factor: | | | | 90.0% |

  103. NEO Annual Bonus Payout Calculation

    1Performance goals and results are based on non-GAAP financial measures. See Appendix A beginning on page 92 for more details.

  104. NEO Annual Bonus Payout Calculation

    | 2025 Proxy Statement | 41 |

  105. NEO Annual Bonus Payout Calculation

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  106. NEO Annual Bonus Payout Calculation

    2024 Annual Bonus Plan Individual Performance Factor NEOs, including our CEO, begin the year with individual financial, strategic and operational objectives. Based on the CEO’s assessment of each NEO’s individual performance against these, and overall individual performance, he may recommend that the Committee makes an adjustment to increase or decrease the Individual Performance Factor and final annual bonus payout. The Committee considers these recommendations and makes any adjustments it deems appropriate. Mr. Gitlin has no role in the Committee’s determination of his own annual bonus. The Board of Directors assigned an Individual Performance Factor of 100% for Mr. Gitlin, noting that despite his strong individual performance and leadership in 2024, his 2024 annual bonus should directly align with the overall Carrier performance factor. The CEO, based on his assessment of individual performance, recommended to the Committee Individual Performance Factors of 115% for Messrs. Goris, Pandya, and Agrawal. The individual performance factors for Messrs. Goris and Agrawal were primarily tied to the notable impact each of them had on Carrier’s successful portfolio transformation, delivery of strategic objectives, and overall contributions towards achieving the company’s 2024 financial goals. The individual performance factor for Mr. Pandya was in recognition of the contributions his business unit had on overall Carrier performance for 2024. 2024 CEO and NEO Annual Bonus Final Payouts Based on the factors discussed above, the final 2024 annual bonus payouts for the CEO and NEOs are noted below.

  107. NEO Annual Bonus Payout Calculation

    | NEO | TARGET BONUS PERCENTAGE % OF BASE SALARY | 2024 ANNUAL BONUS TARGET VALUE ($) | COMPANY/SEGMENT PERFORMANCE FACTOR | INDIVIDUAL PERFORMANCE FACTOR | TOTAL PAYOUT FACTOR | FINAL ANNUAL BONUS PAYOUT ($) | | David Gitlin | 175% | 2,625,000 | 90.0% | 100.0% | 90.0% | 2,362,500 | | Patrick Goris | 100% | 850,000 | 90.0% | 115.0% | 103.5% | 879,750 | | Gaurang Pandya | 90% | 630,000 | 90.0% | 115.0% | 103.5% | 652,050 | | Ajay Agrawal | 70% | 407,680 | 90.0% | 115.0% | 103.5% | 421,950 | | Kevin O’Connor1 | 80% | 589,040 | —% | —% | —% | — | | Jurgen Timperman2 | 90% | 585,000 | 136.0% | 100.0% | 136.0% | 397,800 |

  108. NEO Annual Bonus Payout Calculation

    1Mr. O’Connor’s employment ended on January 1, 2025, and he was ineligible for a 2024 Annual Bonus payout due to his resignation. 2Mr. Timperman’s employment ended on July 1, 2024, and he was eligible for a 2024 prorated Annual Bonus payout tied to Fire & Security results due to his mutually agreeable separation. 2024 Long-Term Incentives Long-term incentives are intended to align the interests of NEOs with shareowners by linking a meaningful portion of executive compensation to shareowner value creation over a multiyear period. To ensure that the compensation of our NEOs is closely aligned with the long-term strategic objectives of the company and the interests of shareowners, the 2024 annual LTI awards for company executives were composed of only performance-based LTI instruments: SARs and PSUs. As such, we did not grant any time-based Restricted Stock Units (“RSUs”) to NEOs.

  109. NEO Annual Bonus Payout Calculation

    | | METRIC | WEIGHTING 1 | RATIONALE | FEATURES | | SARs | Not applicable | 50% | Align NEO interests with those of our shareowners | ▪Three-year cliff vesting ▪10-year life ▪Exercise price equal to the closing price of our common stock on the date of grant | | PSUs | Adjusted Earnings Per Share (“EPS”) Compound Annual Growth Rate (“CAGR”) | 25% | Motivate sustained multi-year earnings growth in support of shareowner value creation | ▪Three-year cliff vesting ▪Subject to performance measured over a three-year period ▪Final earned awards contingent on achievement of three-year EPS CAGR targets | | PSUs | Total Shareholder Return (“TSR”) relative to a subset of the S&P 500 Industrials Index (“Relative TSR”) | 25% | Motivate and reward stock price outperformance | ▪Three-year cliff vesting ▪Subject to performance measured over a three-year period ▪Final earned awards contingent on Carrier’s TSR relative to a subset of the S&P 500 Industrials Index |

  110. NEO Annual Bonus Payout Calculation

    1The weighting of the 2024 annual LTI award for Messrs. Gitlin and Goris was 40% SARs and 60% PSUs based solely on Relative TSR.

  111. NEO Annual Bonus Payout Calculation

    | 42 | Carrier Global Corporation |

  112. NEO Annual Bonus Payout Calculation

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  113. NEO Annual Bonus Payout Calculation

    Stock Appreciation Rights (“SARs”) SARs are a regular component of our LTI program. SARs directly align the long-term interests of our executives with those of shareowners by tying their value to sustained long-term company performance. The three-year vesting schedules and the extended terms of the SARs tied to continued employment serve to retain executive talent. SARs provide value to executives only if the price of our common stock increases after the SARs are granted. SARs are granted with an exercise price equal to the closing price of our common stock on the date of grant, generally vest 100% on the third anniversary of the date of grant and expire 10 years from the date of grant, unless terminated earlier following termination of employment. The number of SARs granted is determined by dividing the targeted U.S. dollar value of SARs by the fair value of one SAR using a binomial lattice option pricing model. Performance Share Units (“PSUs”) The Committee believes PSUs are an integral component of our executive compensation program, and no less than 50% percent of an executive’s target LTI award value is delivered through PSUs. PSUs support the achievement of long-term financial and business goals and promote retention through long-term performance achievement and vesting requirements. The number of PSUs granted is determined by dividing the target dollar grant value of PSUs by the 20-day average closing price of our common stock prior to the date of grant. The PSUs paid at the end of the three-year performance period can range from 0% to 200% of the target number of shares, based upon the achievement of preestablished performance goals. For grants made in 2024 to all NEOs, except Messrs. Gitlin and Goris, the two performance goals were EPS CAGR and Relative TSR, each weighted 50%. For the annual grants made in 2024 to Messrs. Gitlin and Goris, the 2024 PSU performance goal was 100% based on Relative TSR, as described below. As disclosed on pages 44-46, Messrs. Gitlin and Goris additionally received a performance-based supplemental grant, with 50% of the grant tied to PSUs solely based on EPS CAGR performance. The Relative TSR metric compares Carrier share price performance with a relative performance benchmark group index that includes a subset of companies in the S&P 500 Industrials Index (“Performance Peer Group”). The Performance Peer Group includes companies in the industries most closely linked to Carrier, including those in the following industries: Building Products, Construction Machinery & Heavy Trucks, Electrical Components & Equipment, Industrial Conglomerates and Industrial Machinery. We believe that tracking Carrier’s performance against the Performance Peer Group closely ties realized compensation of our NEOs to Carrier’s performance by comparing to the performance of comparable companies in the market. The Performance Peer Group for PSU awards granted in 2024 included the 31 companies listed below.

  114. NEO Annual Bonus Payout Calculation

    | 2024 PERFORMANCE PEER GROUP1 | | | | | 3M Co. | Eaton Corporation plc | Illinois Tool Works Inc. | Pentair plc. | | A. O. Smith Corporation | Emerson Electric Co. | Ingersoll Rand Inc. | Rockwell Automation, Inc | | Allegion plc | Fortive Corporation | Johnson Controls International plc | Snap-On Incorporated | | Ametek, Inc. | Generac Holdings Inc. | Masco Corporation | Stanley Black & Decker, Inc. | | Builders FirstSource | General Electric Co. | Nordson Corporation | Trane Technologies plc | | Caterpillar Inc. | Honeywell International Inc. | Otis Worldwide Corporation | Wabtec Corporation | | Cummins Inc. | Hubbell | PACCAR Inc. | Xylem Inc. | | Dover Corporation | IDEX Corporation | Parker Hannifin Corporation | |

  115. NEO Annual Bonus Payout Calculation

    1For 2025, the Committee has approved a revised list of 31 companies to reflect changes to the S&P 500 Industrials sub-industry designations. The payout formula, as summarized below, aligns closely to our Compensation Peer Group’s prevalent practices to ensure we can attract and retain talent. The number of shares earned will be interpolated for results between those percentiles. If performance shares are earned but our absolute TSR is negative, the number of shares earned for the portion tied to Relative TSR will be capped at target.

  116. NEO Annual Bonus Payout Calculation

    | | THRESHOLD | TARGET | MAXIMUM | | Carrier Global Corporation TSR Performance Relative to a Subset of the S&P 500 Industrials Index | 25th Percentile | 50th Percentile | 75th Percentile | | Percent of Target Shares Earned | 25% | 100% | 200% |

  117. NEO Annual Bonus Payout Calculation

    | 2025 Proxy Statement | 43 |

  118. NEO Annual Bonus Payout Calculation

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  119. NEO Annual Bonus Payout Calculation

    For EPS CAGR, the Committee works closely with management to review and establish rigorous performance metrics that are consistent with the company’s long-term strategic objectives communicated to investors, and sets a three-year growth rate target that will challenge executives to drive results that generate shareowner returns. At the end of the three-year performance period, NEOs’ earned awards are determined based on the level of achievement against this target. 2024 CEO and NEO Annual Long-Term Incentive Target Values The Committee primarily considered the following factors in determining the grant date target value of annual LTI awards granted to each NEO in 2024: ▪Competitive market median levels in the context of total target compensation, which includes base salary, target annual bonus opportunity and target LTI ▪The scope of responsibility of the NEO relative to the other executives in the LTI program and relative importance of the NEO to the company’s long-term success ▪The LTI award recommendations of Mr. Gitlin for NEOs other than himself The target values for the SAR and PSU awards differ from the corresponding values reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table, on pages 52 and 54, respectively, due to different methodologies used in assigning the economic value of equity-based awards required for accounting and proxy statement reporting purposes. The Committee makes equity award decisions based on a formula it believes is appropriate to determine grant date expected value, including using a 20-day preceding grant date pricing average rather than a single day’s stock price, while the accounting and proxy statement values are determined in accordance with GAAP requirements.

  120. NEO Annual Bonus Payout Calculation

    | NEO | TARGET VALUE OF SARs ($) | TARGET VALUE OF PSUs ($) | TOTAL TARGET VALUE 2024 ANNUAL LTI ($) | | David Gitlin | 4,460,000 | 6,690,000 | 11,150,000 | | Patrick Goris | 1,120,000 | 1,680,000 | 2,800,000 | | Gaurang Pandya | 1,085,000 | 1,085,000 | 2,170,000 | | Ajay Agrawal | 524,000 | 524,000 | 1,048,000 | | Kevin O’Connor1 | 850,000 | 850,000 | 1,700,000 | | Jurgen Timperman2 | — | — | — |

  121. NEO Annual Bonus Payout Calculation

    1Mr. O’Connor’s employment ended on January 1, 2025, and his 2024 LTI grant was forfeited. 2Mr. Timperman did not receive a 2024 grant. Actual awards in 2024 for Messrs. Gitlin, Goris and Pandya were consistent with the target values above. Mr. O’Connor received 115.3% of the target award in recognition of his contributions to the ongoing portfolio transformation efforts. Due to considerations relating to our portfolio transformation, Mr. Agrawal received an enhanced annual award as described further in the “Other Compensation Elements” section. All of these awards were approved by the Compensation Committee and are reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table. 2024 CEO and NEO Total Target Direct Compensation

  122. NEO Annual Bonus Payout Calculation

    | NEO | ANNUAL SALARY AS OF 12/31/2024 ($) | ANNUAL BONUS TARGET BONUS PERCENTAGE (% OF BASE SALARY) | 2024 ANNUAL LTI GRANT VALUE ($) | TOTAL TARGET DIRECT COMPENSATION ($) | | David Gitlin | 1,500,000 | 175% | 11,150,000 | 15,275,000 | | Patrick Goris | 850,000 | 100% | 2,800,000 | 4,500,000 | | Gaurang Pandya | 700,000 | 90% | 2,170,000 | 3,500,000 | | Ajay Agrawal | 582,400 | 70% | 1,048,000 | 2,038,080 | | Kevin O’Connor | 736,300 | 80% | 1,700,000 | 3,025,340 | | Jurgen Timperman | — | — | — | — |

  123. NEO Annual Bonus Payout Calculation

    2024 Supplemental Equity Awards to CEO David Gitlin and CFO Patrick Goris As previously disclosed in an 8-K filing and in last year’s proxy statement, on January 30, 2024, the Committee and the Board approved the Supplemental Equity Awards to our CEO and CFO with the approved market grant values of $48,965,385 for Mr. Gitlin and $4,896,782 for Mr. Goris. The awards are exclusively at risk and performance-based, delivered in an equal mix of PSUs and SARs.

  124. NEO Annual Bonus Payout Calculation

    | 44 | Carrier Global Corporation |

  125. NEO Annual Bonus Payout Calculation

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  126. NEO Annual Bonus Payout Calculation

    The number of PSUs earned under the Supplemental Equity Awards will be based on the level of performance achieved against EPS CAGR goals, as further described below. Any earned PSUs are subject to additional time-based vesting requirements and will vest in three equal annual installments on the anniversary of the grant date in 2027, 2028 and 2029, requiring continuous employment through each applicable vesting date. The SARs have a 10-year term and will cliff vest on the fifth anniversary of the grant date, with no interim vesting opportunities, subject to continuous employment through such date. The performance and vesting structure of the Supplemental Equity Awards was designed to align with the long-term nature of the business strategy and transformation timeline, and to incentivize Mr. Gitlin’s and Mr. Goris’ long-term retention, given their critical role in guiding our strategic efforts.

  127. 2024 Supplemental Equity Award Design and Vesting Summary for CEO and CFO

    2024 Supplemental Equity Award Design and Vesting Summary for CEO and CFO

  128. 2024 Supplemental Equity Award Design and Vesting Summary for CEO and CFO

    | PSUs | | | | | | | | PSUs are forfeited if performance goals are not met | | | | Additional service-based vesting through 2029 for any earned PSUs | | | | | | | | 0%-200% payout range | | | | | | | | | | | | | | | | | | | | | 3-year cliff-vesting performance period tied to rigorous EPS CAGR targets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1/3 vests 2029 | | | | | | | Threshold $3.22 13.5% | | | Target $3.60 17.8% | | | | Max $3.95 21.5% | | | | | | | | | | | | | | | | | | | | | | 1/3 vests 2028 | | | | | | | | | | | | | | | | | | 1/3 vests 2027 | | | | | | | | | | | January 30, 2024 Grant Date | | | | | | | | | | | | | | | | | 2024 | | | 2025 | | | | 2026 | | 2027 | | | 2028 | | 2029 | | | SARs | | | | | | | | | | | | | | | | | | | | 10-year term | | | | | | | | | | | | | | | | | | | | | | | | | 5-year cliff vesting | | | | | | | | | | | | | | | | | | | SARs deliver value only if stock price appreciation is sustained | | | | | | | | | | |

  129. Why did the Compensation Committee and Board make this decision?

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  130. How did the Committee determine the award size?

    How did the Committee determine the award size? The values of the Supplemental Equity Awards were determined in consultation with the Committee’s independent compensation consultant. The Committee took into account relevant benchmarking data for similar supplemental awards; the extremely competitive external market environment across our direct peers and broader industrial companies; and the associated potential magnitude of a competitive offer from another company were they to attempt to recruit Mr. Gitlin. The Committee also considered the costs associated with the potential need to attract proven executive talent of similar caliber to Mr. Gitlin and Mr. Goris were they to be recruited by another company. Based on the totality of these considerations, the Committee structured the awards to be entirely at-risk, with an extended five-year vesting term to realize the full value of the awards. This structure is designed to support retention and reward exceptional performance only if Mr. Gitlin and Mr. Goris continue to deliver sustained superior value growth momentum for our shareowners.

  131. How rigorous are the performance targets?

    How rigorous are the performance targets? The EPS CAGR target reflects exceptionally challenging performance level, which is set above consensus estimates for Carrier EPS2, as well as the EPS CAGR targets and achieved results under the prior annual performance cycles. A three-year EPS CAGR performance target of approximately 17% is required to receive the target PSU award value, which is significantly higher than the 10% three-year EPS CAGR performance target payout goal for the recently vested 2022 PSUs disclosed in this Proxy. These aggressive goals are aligned with our commitment to drive growth and margins, which are key indicators of our ability to continue delivering superior shareowner returns.

  132. 2024 Supplemental Equity Award EPS CAGR Targets for CEO and CFO

    2024 Supplemental Equity Award EPS CAGR Targets for CEO and CFO

  133. 2024 Supplemental Equity Award EPS CAGR Targets for CEO and CFO

    | | THRESHOLD | TARGET | MAX | | 2024 – 2026 | $3.22 | $3.60 | $3.95 | | Three-year EPS CAGR | 13.5% | 17.8% | 21.5% |

  134. 2024 Supplemental Equity Award EPS CAGR Targets for CEO and CFO

    The actual number of PSU shares eligible to be earned under the Supplemental Equity Awards will be based on the level of performance achieved against EPS CAGR performance goals during the three-year performance period of 2024 through 2026, with payout ranging from 0% to 200% of target. No PSUs will be earned for performance below threshold performance. Payout for performance that falls between threshold and target and target and maximum payout levels will be determined using linear interpolation

  135. How do the awards foster long-term retention?

    How do the awards foster long-term retention? The Supplemental Equity Awards deliver full value only if Mr. Gitlin and Mr. Goris remain with Carrier through 2029 and target performance conditions are met. Upon a termination of employment for any reason (other than death or disability), absent a change in control of Carrier, all unvested SARs and PSUs associated with this Supplemental Equity Award will be forfeited. There are no retirement-eligible provisions for these Supplemental Equity Awards. 1Source: Bloomberg Finance L.P. As of December 31, 2024. Total shareholder return for Carrier, the S&P 500 Index, the S&P Industrials Index and the Dow Jones Industrial Average was 330%, 154%, 153% and 122%, respectively, from April 3, 2020 through December 31, 2024. 2Source: Bloomberg Finance L.P. Consensus 2026 adj. EPS estimates on the grant date, January 30, 2024.

  136. How do the awards foster long-term retention?

    | 46 | Carrier Global Corporation |

  137. How do the awards foster long-term retention?

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  138. How do the awards foster long-term retention?

    2022 PSUs Results On February 2, 2022, the CEO and other NEOs employed on that date received an annual equity grant in the form of 50% SARs and 50% PSUs (“2022 PSUs”). The 2022 PSUs vested on February 3, 2025, based on Carrier performance over the three-year period that ended on December 31, 2024, weighted equally, of the two established performance metrics – EPS CAGR and TSR – relative to a subset of companies in the S&P 500 Industrials Index shown below. The final achieved performance factor was 159.7%.

  139. How do the awards foster long-term retention?

    | FINANCIAL METRIC1 | WEIGHTING | 0% Payout | THRESHOLD 25% PAYOUT | TARGET 100% PAYOUT | MAXIMUM 200% PAYOUT | ACHIEVEMENT | PERFORMANCE FACTOR | | EPS CAGR1 | 50% | <6% ($2.23 or less) | | | | 200.00% | 100.0% | | Relative TSR Percentile2 | 50% | <25th | | | | 119.35% | 59.7% | | | | | Final Performance Factor: | | | | 159.7% |

  140. How do the awards foster long-term retention?

    1Result of $2.90 reflects Adjusted EPS for the fiscal year ended December 31, 2024, giving effect to continuing operations and discontinued operations as described in Appendix A on page 93. The EPS targets set in February 2022 were adjusted for subsequent divestitures (Fire & Security and Commercial Refrigeration) and acquisitions (Toshiba HVAC and Viessmann Climate Solutions) that occurred over the course of the three-year performance period, the impact of which could not be determined at the time the goals were initially established. The Committee adjusted the EPS targets, in accordance with the terms of the awards, to hold management accountable for the performance of divested and acquired entities for the portion of the three-year period that they were owned by Carrier. Further details on the adjustments applied from GAAP to non-GAAP EPS are included in Appendix A beginning on page 92. 2Maximum payout for rTSR is capped at 100% if TSR is negative.

  141. How do the awards foster long-term retention?

    | 2022 PERFORMANCE PEER GROUP FOR RELATIVE TSR | | | | | 3M Co. | Emerson Electric Co. | IDEX Corporation | Roper Technologies, Inc. | | A. O. Smith Corporation | Fastenal Co. | Illinois Tool Works Inc. | Snap-On Incorporated | | Allegion plc | Flowserve Corporation | Ingersoll-Rand Inc. | Stanley Black & Decker, Inc. | | Ametek, Inc. | Fortive Corporation | Masco Corporation | Trane Technologies plc | | Caterpillar Inc. | Fortune Brands Innovations, Inc. | PACCAR Inc. | Wabtec Corporation | | Cummins Inc. | General Electric Co. | Parker-Hannifin Corporation | W. W. Grainger, Inc. | | Dover Corporation | Honeywell International Inc. | Pentair plc. | Xylem Inc. | | Eaton Corporation plc | Johnson Controls International plc | Rockwell Automation, Inc. | |

  142. Section IV: Other Compensation Elements

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  143. Section IV: Other Compensation Elements

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  144. Section IV: Other Compensation Elements

    Pursuant to the standalone Clawback Policy adopted by the Board in 2023, the Board also is required 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. 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 nondisparagement and covenants of noncompetition and nonsolicitation 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 1.5x (2x 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 premium 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 noncompetition covenant and a two-year post-termination nonsolicitation covenant). These benefits include: ▪A lump-sum cash severance payment equal to 3x (for the CEO) or 2x (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.

  145. Section IV: Other Compensation Elements

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  146. Section V: Other Compensation Policies and Practices

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  147. Compensation Committee

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  148. Summary Compensation Table

    Summary Compensation Table

  149. 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 | 2024 | 1,475,000 | — | 31,188,838 | 29,602,373 | 2,362,500 | 179,400 | 926,134 | 65,734,245 | | | 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 | | Patrick Goris Senior Vice President & Chief Financial Officer | 2024 | 837,500 | — | 4,229,042 | 3,637,525 | 879,750 | — | 235,859 | 9,819,676 | | | 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 | | Gaurang Pandya, President, HVAC Americas and CHVAC EMEA | 2024 | 700,000 | — | 1,113,197 | 1,090,253 | 652,050 | — | 125,783 | 3,681,283 | | Ajay Agrawal Senior Vice President, Global Services, Business Development & Chief Strategy Officer | 2024 | 576,800 | — | 1,564,454 | 1,532,367 | 421,960 | 22,848 | 194,073 | 4,312,502 | | Kevin O’Connor Former Senior Vice President & Chief Legal Officer | 2024 | 729,240 | — | 1,005,413 | 984,766 | — | — | 183,472 | 2,902,891 | | | 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 | | Jurgen Timperman Former President, Fire & Security | 2024 | 327,708 | — | 1,862,985 | 2,091,554 | 2,447,800 | — | 140,043 | 6,870,090 | | | 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 |

  150. 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 2024 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 2024 the stock award amount would increase by $31,188,838, $4,229,042, $1,113,197, $1,565,454 and $1,005,413 for Messrs. Gitlin, Goris, Pandya, Agrawal and O’Connor, respectively. For additional information on awards made in fiscal year 2024, 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 January 30, 2024, are set forth in Note 14 – Stock-Based Compensation to the Consolidated Financial Statements set forth in Carrier’s 2024 Annual Report on Form 10-K. For Mr. Timperman, for 2024, value is tied to the treatment of Mr. Timperman’s equity awards described below under the Grants of Plan-Based Awards. Mr. Timperman did not receive a 2024 PSU award. 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 2024 are set forth in Note 14 – Stock-Based Compensation to the Consolidated Financial Statements set forth in Carrier’s 2024 Annual Report on Form 10-K. For Mr. Timperman, for 2024, value is tied to the treatment of Mr. Timperman’s equity awards described below under the Grants of Plan-Based Awards. Mr. Timperman did not receive a 2024 SAR award. 3Non-Equity Incentive Plan Compensation. Amounts earned under the 2024 Annual Bonus Plan, based on the achievement of corporate, segment and individual performance objectives. See “Compensation Discussion and Analysis – Section III: 2024 CEO and NEO Compensation – 2024 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 ($331,350), and for 2024 reflects (i) his prorated bonus for 2024 based on actual performance through his termination date on July 1, 2024 ($397,800), (ii) the remainder of the Performance Bonus ($800,000) and (iii) the Deal Bonus based on the divestiture of the Fire & Security businesses ($1,250,000). 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 Agrawal, the increase in the Carrier PPP benefit is primarily attributable to the impacts of aging coupled with the decrease in the discount rate used to value Carrier’s PPP benefit from 5.75% in 2023 to 5.25% in 2024. Carrier’s Deferred Compensation Plan (“DCP”) does not provide above-market rates of return, so no amounts are reported here. 5All Other Compensation. The 2024 amounts in this column consist of the following items:

  151. Summary Compensation Table

    | 52 | Carrier Global Corporation |

  152. Summary Compensation Table

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  153. 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 ($)e | TAX PREPARATION PAYMENTS ($)f | HEALTH BENEFITS ($)g | MISCELLANEOUS ($)h | TOTAL ($) | | D. Gitlin | 175,318 | 115,692 | 27,067 | 550,439 | 18,375 | — | 36,997 | 2,246 | 926,134 | | P. Goris | 13,393 | — | 31,395 | 148,922 | 16,080 | — | 24,326 | 1,743 | 235,859 | | G. Pandya | — | — | 29,670 | 50,989 | 12,625 | 4,183 | 28,067 | 249 | 125,783 | | A. Agrawal | — | — | 40,020 | 111,663 | 18,375 | — | 21,272 | 2,743 | 194,073 | | K. O’Connor | — | — | 31,395 | 108,672 | 18,375 | — | 24,096 | 934 | 183,472 | | J. Timperman | — | — | 31,395 | 74,455 | 12,000 | — | 22,193 | — | 140,043 |

  154. 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 95% in 2024), 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 31.3 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 3x 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 associated with tax preparation services provided by a third party. gCosts 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 47. However, because no cost is incurred unless the NEO actually becomes disabled, no amount is reflected in this column. hRepresents costs to the company related to mementos, meals, and activities provided to the NEO and/or the NEO’s spouse.

  155. Summary Compensation Table

    | 2025 Proxy Statement | 53 |

  156. Summary Compensation Table

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  157. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table

  158. Grants of Plan-Based Awards Table

    | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS2 | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH)3 | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)4 | | GRANT DATE1 | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | D. Gitlin | | | | | | | | | | | | | — | | 438,375 | 2,625,000 | 5,250,000 | — | — | — | — | — | — | — | | 30-Jan-2024 | 5 | — | — | — | 29,845 | 119,380 | 238,760 | — | — | — | 7,344,258 | | 30-Jan-2024 | 6 | — | — | — | — | — | — | — | 307,800 | 56.33 | 4,481,568 | | 30-Jan-2024 | 7 | — | — | — | 111,528 | 446,110 | 892,220 | — | — | — | 23,844,580 | | 30-Jan-2024 | 8 | — | — | — | — | — | — | — | 1,725,330 | 56.33 | 25,120,805 | | P. Goris | | | | | | | | | | | | | — | | 141,950 | 850,000 | 1,700,000 | — | — | — | — | — | — | — | | 30-Jan-2024 | 5 | — | — | — | 7,495 | 29,980 | 59,960 | — | — | — | 1,844,370 | | 30-Jan-2024 | 6 | — | — | — | — | — | — | — | 77,295 | 56.33 | 1,125,415 | | 30-Jan-2024 | 7 | — | — | — | 11,154 | 44,615 | 89,230 | — | — | — | 2,384,672 | | 30-Jan-2024 | 8 | — | — | — | — | — | — | — | 172,535 | 56.33 | 2,512,110 | | G. Pandya | | | | | | | | | | | | | — | | 105,210 | 630,000 | 1,260,000 | — | — | — | — | — | — | — | | 30-Jan-2024 | 9 | — | — | — | 2,421 | 19,365 | 38,730 | — | — | — | 1,113,197 | | 30-Jan-2024 | 6 | — | — | — | — | — | — | — | 74,880 | 56.33 | 1,090,253 | | A. Agrawal | | | | | | | | | | | | | — | | 68,083 | 407,680 | 815,360 | — | — | — | — | — | — | — | | 30-Jan-2024 | 9 | — | — | — | 3,402 | 27,215 | 54,430 | — | — | — | 1,564,454 | | 30-Jan-2024 | 6 | — | — | — | — | — | — | — | 105,245 | 56.33 | 1,532,367 | | K. O’Connor | | | | | | | | | | | | | — | | 98,372 | 589,056 | 1,178,112 | — | — | — | — | — | — | — | | 30-Jan-2024 | 9 | — | — | — | 2,186 | 17,490 | 34,980 | — | — | — | 1,005,413 | | 30-Jan-2024 | 6 | — | — | — | — | — | — | — | 67,635 | 56.33 | 984,766 | | J. Timperman | 10 | | | | | | | | | | | | — | | 97,695 | 585,000 | 1,170,000 | — | — | — | — | — | — | — | | 05-Jun-2024 | | — | — | — | 3,009 | 24,074 | 48,148 | — | — | — | 1,862,985 | | 05-Jun-2024 | | — | — | — | — | — | — | — | 95,369 | 21.93 | 2,091,554 |

  159. Grants of Plan-Based Awards Table

    1The Committee approved the 2024 annual LTI awards, except for Mr. Gitlin, at its regularly scheduled meeting on January 29, 2024, effective on the date of the Board meeting on January 30, 2024. Following recommendation by the Committee, the Board approved the 2024 annual LTI award for Mr. Gitlin and the Supplemental Awards for Messrs. Gitlin and Goris at its regularly scheduled meeting on January 30, 2024, effective immediately. Mr. Timperman did not receive a 2024 annual LTI award. 2Represents the 2024 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: 2024 CEO and NEO Compensation – 2024 Annual Bonus Plan.” 3The SAR exercise price equals the closing price of Carrier common stock on the grant date. 4Grant date fair value of awards granted in 2024, 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. 5Number of PSUs granted under the LTI Plan, which vest based on performance relative to three-year Relative TSR goal. The number of shares that were possible to earn at the time of the grant at target ranged from 0% to a maximum of 200% of the target number of PSUs granted. If the company’s three-year Relative 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. See “Compensation Discussion and Analysis – Section III: 2024 CEO and NEO Compensation – 2024 CEO and NEO Annual Long-Term Incentive Target Values” for more information. 6SARs 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. 7Number of PSUs granted under the LTI Plan, which vest based on performance relative to three-year EPS growth. The number of shares that were possible to earn at the time of the grant at target ranged from 0% to a maximum of 200% of the target number of PSUs granted. Each PSU corresponds to one share of Carrier common stock. Unvested PSUs do not accrue dividend equivalents. Earned PSUs, after the end of the performance period following the Committee’s review and approval of performance achievement levels, are subject to time-based vesting and will vest in three equal annual installments in each of 2027, 2028 and 2029, 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

  160. Grants of Plan-Based Awards Table

    | 54 | Carrier Global Corporation |

  161. Grants of Plan-Based Awards Table

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  162. Grants of Plan-Based Awards Table

    or Change in Control Table. Vested PSUs are settled in unrestricted shares of Carrier common stock. See “Compensation Discussion and Analysis – Section III: 2024 CEO and NEO Compensation – 2024 CEO and NEO Annual Long-Term Incentive Target Values” for more information. 8SARs vest and become exercisable five 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. 9Number 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 the grant at target ranged from 0% to a maximum of 200% of the target number of PSUs granted. If the company’s three-year Relative 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: 2024 CEO and NEO Compensation – 2024 CEO and NEO Annual Long-Term Incentive Target Values” for more information. 10Mr. Timperman did not receive new equity awards in 2024. He was eligible for the retirement vesting provisions of our standard equity awards. Given his departure in 2024 in connection with our successful divestiture activities and after meeting the retirement provisions in his other awards, the Compensation Committee approved the same treatment for Mr. Timperman’s 2023 Enhanced Annual Awards such that the SARs vested in connection with his termination of employment on July 1, 2024, and the PSUs will continue to vest, subject to performance adjustment, until their scheduled vest date February 1, 2026. The amount set forth in this line item and in the Summary Compensation Table reflects the incremental fair value for this treatment of the 2023 Enhanced Annual Awards.

  163. Grants of Plan-Based Awards Table

    | 2025 Proxy Statement | 55 |

  164. Grants of Plan-Based Awards Table

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  165. 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, RTX 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.

  166. 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 | | | | | | | | | | | | | 30-Jan-2024 | — | 307,800 | 6 | 56.33 | 29-Jan-2034 | — | | — | 119,380 | | 8,148,879 | | 30-Jan-2024 | — | 1,725,330 | 7 | 56.33 | 29-Jan-2034 | — | | — | 446,110 | 8 | 30,451,469 | | 01-Feb-2023 | — | 506,360 | 9 | 46.14 | 31-Jan-2033 | — | | — | 255,620 | | 17,448,621 | | 02-Feb-2022 | — | 421,475 | 10 | 47.51 | 01-Feb-2032 | — | | — | 152,361 | | 10,400,162 | | 04-Feb-2021 | 440,315 | — | | 38.33 | 03-Feb-2031 | — | | — | — | | — | | 14-May-2020 | 331,000 | — | | 16.55 | 13-May-2030 | — | | — | — | | — | | 14-May-2020 | 330,400 | — | | 16.55 | 13-May-2030 | — | | — | — | | — | | 04-Feb-2020 | 544,370 | — | | 25.58 | 03-Feb-2030 | — | | — | — | | — | | 05-Feb-2019 | 607,182 | — | | 20.19 | 04-Feb-2029 | — | | — | — | | — | | 12-Nov-2013 | — | — | | — | — | 102,559 | 11 | 7,000,677 | — | | — | | P. Goris | | | | | | | | | | | | | 30-Jan-2024 | — | 77,295 | 6 | 56.33 | 29-Jan-2034 | — | | — | 29,980 | | 2,046,435 | | 30-Jan-2024 | — | 172,535 | 7 | 56.33 | 29-Jan-2034 | — | | — | 44,615 | 8 | 3,045,420 | | 01-Feb-2023 | — | 227,070 | 9 | 46.14 | 31-Jan-2033 | — | | — | 114,630 | | 7,824,644 | | 02-Feb-2022 | — | 136,650 | 10 | 47.51 | 01-Feb-2032 | — | | — | 49,395 | | 3,371,703 | | 04-Feb-2021 | 139,925 | — | | 38.33 | 03-Feb-2031 | — | | — | | | — | | 01-Dec-2020 | 182,900 | — | | 37.60 | 30-Nov-2030 | — | | — | — | | — | | G. Pandya | | | | | | | | | | | | | 30-Jan-2024 | — | 74,880 | 6 | 56.33 | 29-Jan-2034 | — | | — | 19,365 | | 1,321,855 | | 01-Nov-2023 | — | — | | — | — | 61,131 | 12 | 4,172,802 | — | | — | | 01-May-2023 | — | — | | — | — | 49,712 | 12 | 3,393,341 | — | | — | | 01-Feb-2023 | — | 31,790 | 9 | 46.14 | 31-Jan-2033 | — | | — | 16,050 | | 1,095,573 | | 01-Aug-2022 | | — | | — | — | 19,063 | 12 | 1,301,240 | — | | — | | 02-Feb-2022 | | 23,695 | 10 | 47.51 | 01-Feb-2032 | — | | — | 8,567 | | 584,783 | | 04-Feb-2021 | 23,425 | — | | 38.33 | 03-Feb-2031 | — | | — | — | | — | | 04-Feb-2020 | 24,053 | — | | 47.51 | 03-Feb-2030 | — | | — | — | | — | | A. Agrawal | | | | | | | | | | | | | 30-Jan-2024 | — | 105,245 | 6 | 56.33 | 29-Jan-2034 | — | | — | 27,215 | | 1,857,696 | | 01-Feb-2023 | — | 31,790 | 9 | 46.14 | 31-Jan-2033 | — | | — | 16,050 | | 1,095,573 | | 02-Feb-2022 | — | 31,060 | 10 | 47.51 | 01-Feb-2032 | — | | — | 11,226 | | 766,287 | | 04-Feb-2021 | 36,990 | — | | 38.33 | 03-Feb-2031 | — | | — | — | | — | | 14-May-2020 | 110,200 | — | | 16.55 | 13-May-2030 | — | | — | — | | — | | 04-Feb-2020 | 76,570 | — | | 25.58 | 03-Feb-2030 | — | | — | — | | — | | 05-Feb-2019 | 110,668 | — | | 20.19 | 04-Feb-2029 | — | | — | — | | — | | K. O’Connor | | | | | | | | | | | | | 30-Jan-2024 | | 67,635 | 6 | 56.33 | 29-Jan-2034 | — | | — | 17,490 | | 1,193,867 | | 01-Feb-2023 | — | 77,205 | 9 | 46.14 | 31-Jan-2033 | — | | — | 38,980 | | 2,660,775 | | 02-Feb-2022 | — | 75,425 | 10 | 47.51 | 01-Feb-2032 | — | | — | 27,268 | | 1,861,314 | | 04-Feb-2021 | 83,175 | — | | 38.33 | 03-Feb-2031 | — | | — | — | | — | | 14-May-2020 | 78,200 | — | | 16.55 | 13-May-2030 | — | | — | — | | — | | 04-Feb-2020 | 185,445 | — | | 25.58 | 04-Feb-2030 | — | | — | — | | — | | 02-Jan-2020 | — | — | | — | — | 41,585 | 11 | 2,838,592 | — | | — | | J. Timperman | | | | | | | | | | | | | 01-Feb-2023 | — | — | | — | — | — | | — | 91,710 | | 6,260,125 | | 02-Feb-2022 | — | — | | — | — | — | | — | 30,478 | | 2,080,428 |

  167. Outstanding Equity Awards at Fiscal Year-End Table

    | 56 | Carrier Global Corporation |

  168. Outstanding Equity Awards at Fiscal Year-End Table

    | Our Company | Proxy Summary | Proposal 1: Election of Directors | Share Ownership | Proposal 2: NEO Compensation | Proposal 3: LTIP Share Approval | Audit Matters | Proposal 4: Independent Auditor | Proposal 5: Shareowner Proposal | FAQs | Other Information | Appendix |

  169. 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 was 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 $68.26, the NYSE closing price of Carrier common stock on the last trading day of 2024. 4PSUs that are subject to vesting contingent on company performance relative to preestablished 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 January 30, 2024, scheduled to vest on January 30, 2027 (except for awards detailed in footnote 8), is January 1, 2024, through December 31, 2026, and the number of shares shown assumes target-level performance. 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, was January 1, 2022, through December 31, 2024. The number of shares shown reflects vesting at 159.7% based on actual performance at the end of the performance period. The service condition for this award was satisfied on February 3, 2025. 5Calculated by multiplying the number of unvested PSUs by $68.26, the NYSE closing price of Carrier common stock on the last trading day of 2024. 6SARs scheduled to vest on January 30, 2027, 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 January 30, 2029, 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. 8PSUs that are subject to vesting contingent on company performance relative to preestablished 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 January 30, 2024, which also are subject to time-based vesting and will vest in three equal annual installments in each of 2027, 2028 and 2029, is January 1, 2024, through December 31, 2026, and the number of shares shown assumes target-level performance. 9SARs 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. 10SARs that vested on February 2, 2025, and PSUs that vested on February 3, 2025. 11One-time legacy RSU grant (originally granted by UTC), 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. 12Retention RSU awards granted to Mr. Pandya (before he was a NEO) which will vest on the third 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.

  170. 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 2024.

  171. 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 | 473,269 | 16,030,812 | 210,857 | 11,972,460 | | P. Goris | — | — | 67,011 | 3,804,885 | | G. Pandya | 107,600 | 3,806,022 | 11,222 | 637,185 | | A. Agrawal | 93,320 | 4,032,357 | 17,715 | 1,005,858 | | K. O’Connor | 249,150 | 12,418,222 | 39,836 | 2,261,888 | | J. Timperman | 533,405 | 15,389,763 | 105,786 | 6,297,848 |

  172. Option Exercises and Stock Vested Table

    1SARs exercised during fiscal 2024. Includes exercises by Mr. Timperman 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. 3PSUs that vested in 2024. For Mr. Timperman, includes the one-time legacy RSUs from 2017 that vested in connection with his separation from service on July 1, 2024. 4Calculated by multiplying the number of vested RSUs and PSUs by the market price of Carrier common stock on the vesting date.

  173. Option Exercises and Stock Vested Table

    | 2025 Proxy Statement | 57 |

  174. Option Exercises and Stock Vested Table

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  175. 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 Agrawal 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. Agrawal’s benefit is determined using the cash balance formula. Distribution Options Plan participants may elect the following distribution options:

  176. Pension Benefits

    | PLAN | FAE BENEFIT FORMULA | CASH BALANCE BENEFIT FORMULA | | Pension Preservation Plan (PPP) | ▪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. Agrawal: Lump-sum payment |

  177. Pension Benefits

    1Uses a discount rate equal to the Barclay’s 10-Year (8-12) Municipal Bond Yields over five years (currently 2.202%). Note that this rate uses the November 30, 2024, yield in the average, which is consistent with ASC 715-30 year-end 2024 disclosure reporting. Actual lump sums paid in 2025 will be based on a PPP lump-sum rate of 2.260% which uses the Barclay’s 10-Year (8-12) Municipal Bond Yields as of December 31, 2024. 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. 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, 2024, Mr. Gitlin is eligible for early retirement under the FAE formula.

  178. 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 | 2,042,884 | — | | P. Goris3 | Pension Preservation Plan | — | — | — | | G. Pandya3 | Pension Preservation Plan | — | — | — | | A. Agrawal2,4 | Pension Preservation Plan | 15 | 326,600 | — | | K. O’Connor3 | Pension Preservation Plan | — | — | — | | J. Timperman3 | Pension Preservation Plan | — | — | — |

  179. 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; and (ii) projected lump-sum payments under the PPP final average earnings benefit are calculated using 2.202% for 2024 retirements and grading up to an ultimate long-term interest rate of 4.0% (for retirements in 2029 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 values of the nonqualified portion of the retirement benefits accrued under the PPP are $2,576,300 and $334,289 for Messrs. Gitlin and Agrawal, respectively, assuming retirement or termination on December 31, 2024, payable as of such date or attainment of age 55 (if later) assuming payment following December 31, 2024, on a lump-sum basis. 3Messrs. Goris and O’Connor were hired by Carrier after January 1, 2010, and, therefore, do not participate in the PPP. Messrs. Pandya and Timperman transitioned to be a U.S.-based employee after January 1, 2010, and, therefore, do not participate in the PPP. 4Mr. Agrawal was hired after July 1, 2002, and, therefore, his entire pension benefit is determined based on the cash balance formula.

  180. Pension Benefits

    | 58 | Carrier Global Corporation |

  181. Pension Benefits

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  182. 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.

  183. 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, 2024 ($)5 | | D. Gitlin | Savings Restoration Plan | 278,010 | 166,806 | 765,678 | — | 4,720,520 | | | Automatic Contribution Excess Plan | — | 383,633 | 199,923 | — | 1,813,542 | | P. Goris | Savings Restoration Plan | 98,190 | 58,914 | 101,663 | — | 587,875 | | | Automatic Contribution Excess Plan | — | 90,008 | 65,032 | — | 370,788 | | G. Pandya | Automatic Contribution Excess Plan | — | 50,989 | 25,848 | — | 162,421 | | A. Agrawal | Deferred Compensation Plan | 155,836 | — | 155,122 | — | 1,130,268 | | | Savings Restoration Plan | 51,309 | 30,785 | 102,565 | — | 892,117 | | | Automatic Contribution Excess Plan | — | 80,878 | 34,806 | — | 344,617 | | K. O’Connor | Savings Restoration Plan | 71,652 | 42,991 | 40,773 | — | 443,301 | | | Automatic Contribution Excess Plan | — | 65,681 | 7,645 | — | 274,068 | | J. Timperman6 | Savings Restoration Plan | 48,993 | 29,396 | 65,383 | — | 639,129 | | | Automatic Contribution Excess Plan | — | 45,059 | 8,948 | — | 300,457 |

  184. 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 52. 3Amounts shown in this column are included in the All Other Compensation column of the Summary Compensation Table on page 52. 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: $2,597,860 (Mr. Gitlin); $472,005 (Mr. Goris); $460,299 (Mr. O’Connor); and $538,807 (Mr. Timperman). 6Mr. Timperman ended employment on July 1, 2024, and his balances will begin to be distributed, in accordance with the terms of each respective plan, in the year following retirement (2025) per the distribution elections by plan.

  185. Nonqualified Deferred Compensation Table

    | 2025 Proxy Statement | 59 |

  186. Nonqualified Deferred Compensation Table

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  187. Potential Payments on Termination or Change in Control Table

    Potential Payments on Termination or Change in Control Table The table below estimates the value of payments and benefits that each NEO would have been entitled to receive had employment terminated on December 31, 2024, under various hypothetical circumstances. Under Carrier’s programs, benefit eligibility and the value of benefits the 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. Timperman is not included in the table because his employment ended on July 1, 2024, and, therefore, he was not eligible for termination payments at year-end. Upon his departure, he received 12 months of health benefits and a prorated 2024 annual bonus based on performance, as approved by the Committee. As described elsewhere in this Proxy Statement, based on the mutually agreeable separation, retirement and other provisions of our equity awards and Committee approvals (including as reflected in the Summary Compensation Table on page 52), his eligible SARs vested and the one-time legacy RSU award vested in lieu of cash severance (as reflected in the Option Exercises and Stock Vested Table on page 57), and eligible PSUs (as set forth in the Outstanding Equity Awards at Fiscal Year-End Table on page 56) will continue to vest subject to performance achievement until their scheduled vest date. In addition, he remained eligible for his accrued deferred compensation and retirement benefits described above. 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 Pension Benefits on page 58 and Nonqualified Deferred Compensation Table on page 59 for information regarding the amount and form of benefits that will be paid out in the event of a termination.

  188. Potential Payments on Termination or Change in Control Table

    | TERMINATION REASON | D. GITLIN ($) | P. GORIS ($) | G. PANDYA ($) | A. AGRAWAL ($) | K. O’CONNOR ($) | | Voluntary Termination (Retirement) | | | | | | | Cash Payment | — | — | — | — | — | | Equity1,2 | 19,946,289 | — | — | 1,347,690 | — | | Total due to Termination | 19,946,289 | — | — | 1,347,690 | — | | Involuntary Termination (not for cause) | | | | | | | Cash Payment3 | — | 2,127,329 | 1,681,726 | 1,282,397 | — | | Benefit Continuation and Other Programs4 | 76,872 | 67,105 | 68,482 | 64,055 | 66,842 | | Equity5 | 26,946,966 | 4,553,792 | 927,297 | 1,347,690 | 5,451,281 | | Total due to Termination | 27,023,838 | 6,748,226 | 2,677,505 | 2,694,142 | 5,518,123 | | Death or Disability6 | | | | | | | Cash Payment7 | 2,625,000 | 850,000 | 630,000 | 407,680 | 589,056 | | CEO Life Insurance8 | 7,000,000 | — | — | — | — | | Equity9,10 | 105,039,211 | 21,954,206 | 13,191,424 | 5,488,613 | 10,608,115 | | Total due to Termination | 114,664,211 | 22,804,206 | 13,821,424 | 5,896,293 | 11,197,171 | | Termination Following a Change in Control11 | | | | | | | Cash Payment12 | 15,000,000 | 4,250,000 | 3,290,000 | 2,387,840 | 3,239,808 | | Benefit Continuation and Other Programs13 | 76,872 | 67,105 | 68,482 | 64,055 | 66,842 | | Equity14 | 116,595,750 | 26,653,572 | 13,891,558 | 6,256,598 | 12,473,353 | | Total due to Termination | 131,672,622 | 30,970,677 | 17,250,040 | 8,708,493 | 15,780,003 |

  189. 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 and Agrawal 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, enhanced annual awards (SARs and PSUs), supplemental awards (SARs 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 2024 ($68.26). 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 2024 PSU portion of the annual grant or supplement grant, values shown reflect target performance as of December 31, 2024. For the 2023 PSU portion of the annual grant or enhanced annual grant, values shown reflect estimated payout based on performance as of December 31, 2024. For the 2022 PSU portion of the annual grant, values shown also reflect the actual payout based on performance through December 31, 2024. 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) 2x annual base salary for the CEO, and (ii) 1.5x 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 and O’Connor would receive a cash severance payment if the value of their one-time legacy 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.

  190. Potential Payments on Termination or Change in Control Table

    | 60 | Carrier Global Corporation |

  191. Potential Payments on Termination or Change in Control Table

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  192. Potential Payments on Termination or Change in Control Table

    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, enhanced annual awards (SARs and PSUs), supplemental awards (SARs and PSUs) 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, 2024, Messrs. Gitlin 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 2024 ($68.26). 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 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. 7In 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. 8In 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. 9In 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 awards, enhanced annual awards, supplemental 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 2024 ($68.26). 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, 2024. 10In 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, 2024. 11In 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. 12In 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) 3x annual base salary plus target annual bonus for the CEO, and (ii) 2x 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. 13In 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. 14In 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 2024 ($68.26). 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 2024 PSU portion of the annual grant or supplemental grant, values shown reflect target performance as of December 31, 2024. For the 2023 PSU portion of the annual grant or enhanced annual grant, values shown reflect estimated payout based on performance as of December 31, 2024. For the 2022 PSU portion of the annual grant, values shown also reflect the actual payout based on performance through December 31, 2024. CEO Pay Ratio

  193. 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 $100 INVESTED BASED ON | | NET INCOME (GAAP) ($B)7 (h) | ADJUSTED DILUTED EARNINGS PER SHARE (EPS) ($)8 (i) | | | | | | | CUMULATIVE TOTAL SHAREOWNER RETURN (TSR) ($)5 (f) | CUMULATIVE DOW JONES INDUSTRIAL INDEX TSR ($)6 (g) | | | | 2024 | 65,734,245 | 112,171,337 | 5,517,288 | 9,534,871 | 430 | 222 | 5.604 | 2.90 | | 2023 | 17,695,200 | 42,696,403 | 5,310,858 | 8,750,047 | 358 | 193 | 1.349 | 2.73 | | 2022 | 13,222,247 | (20,060,104) | 3,819,391 | (6,280,707) | 253 | 166 | 3.534 | 2.34 | | 2021 | 14,892,815 | 61,128,628 | 4,734,191 | 17,061,157 | 327 | 179 | 1.664 | 2.27 | | 2020 | 15,440,951 | 64,414,726 | 5,764,240 | 18,823,830 | 225 | 148 | 1.982 | 1.66 |