DEF 14A of Carrier Global Corp
Filed Mar 3, 2026 · FY20250001783180-26-000016
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| Compensation Tables | 46 | | CEO Pay Ratio | 55 | | Pay Versus Performance Disclosure | 57 | | Audit Matters | 60 | | | PROPOSAL 3: | | Ratify Appointment of Independent Auditor for 2026 | 61 | | Frequently Asked Questions About the Annual Meeting | 63 | | Other Important Information | 69 | | Appendix A: Reconciliation of GAAP Measures to Corresponding Non-GAAP Measures | 72 |
Our Company
Our Company 2026 Proxy Statement 2
Our Company
| Proposal 1: Election of Directors WHAT ARE YOU VOTING ON? The Board presents 10 nominees for election as directors at the 2026 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 2027 Annual Meeting or until a successor is duly qualified and elected. We believe the members of our Board of Directors should hold diverse perspectives and viewpoints, as well as provide a balance of distinguished leadership, strategic skill sets and professional experience relevant to our business in order to contribute to overall board effectiveness. Our director nominees hold or have held senior positions as leaders of various large and complex global businesses and have been chief executive officers, chief financial officers, chief accounting officers and members of senior management, as well as members of the boards of directors of those businesses. 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. |
Our Company
| Board Recommendation: | | Vote FOR each director nominee |
Our Company
| | David L. Gitlin, 56 Chairman & Chief Executive Officer, Carrier Global Corporation Director Since: 2020 Other Public Company Boards: 1 | | | John J. Greisch, 70 Lead Independent Director Former President & Chief Executive Officer, Hill-Rom Holdings, Inc. Director Since: 2020 Other Public Company Boards: None | | | Jean-Pierre Garnier, 78 Independent Former Chief Executive Officer, GlaxoSmithKline plc Director Since: 2020 Other Public Company Boards: 2 | | | Charles M. Holley, Jr., 69 Independent Former Executive Vice President & Chief Financial Officer, Wal-Mart Stores, Inc. Director Since: 2020 Other Public Company Boards: 2 | | | Michael M. McNamara, 69 Independent Co-Founder & Chief Executive Officer, Samara Former Chief Executive Officer, Flex Ltd. Director Since: 2020 Other Public Company Boards: 1 |
Our Company
| | Amy E. Miles, 59 Independent Former Chair of the Board & Chief Executive Officer, Regal Entertainment Group Director Since: 2025 Other Public Company Boards: 2 | | | Susan N. Story, 66 Independent Former President & Chief Executive Officer, American Water Works Company, Inc. Director Since: 2023 Other Public Company Boards: 1 | | | Michael A. Todman, 68 Independent Former Vice Chairman, Whirlpool Corporation Director Since: 2020 Other Public Company Boards: 3 | | | Max Viessmann, 37 Chief Executive Officer & Member of the Executive Board, Viessmann Generations Group GmbH & Co. KG Director Since: 2024 Other Public Company Boards: None | | | Virginia M. Wilson, 71 Independent Former Senior Executive Vice President & Chief Financial Officer, Teachers Insurance and Annuity Association of America Director Since: 2020 Other Public Company Boards: 1 |
Our Company
Carrier Global Corporation 3 Criteria for Board Membership Through the annual self-evaluation process, the Governance Committee of 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.
Our Company
| 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 |
Our Company
| KEY SKILLS AND EXPERIENCE | | | | Financial | | Accurate financial reporting, effective capital allocation and strong financial controls are fundamental to the Board’s oversight responsibilities. The Board seeks directors with senior financial leadership experience and/or experience overseeing large, complex enterprises, providing proficiency in financial management, financial reporting, capital markets, capital allocation and mergers and acquisitions. | | Human Capital Management | | The ability to attract, develop and retain a highly skilled workforce is critical to our long‑term success. The Board seeks directors with experience leading or overseeing organizations with significant human capital needs, including workforce planning, talent development, succession planning, employee engagement and organizational culture. | | Risk Management/ Oversight | | Risk management experience is critical to our role in overseeing and understanding enterprise risk exposures, including compliance, cybersecurity, financial, human capital, operational, political, regulatory, reputational and strategic risks. The Board seeks directors whose experience and judgment equip them to identify and assess risk, anticipate emerging issues, challenge management and provide informed oversight across the company’s risk profile. | | Senior Leadership | | Extensive leadership experience provides insight into organizational complexity, strategic planning and change management. The Board seeks directors with demonstrated experience leading large, complex organizations, setting strategy, developing executive talent and driving transformation and long‑term growth. | | Innovation, Digital, Technology and Cybersecurity | | Technology, innovation, AI and cybersecurity are integral to Carrier’s growth strategy and operations. The Board seeks directors with experience overseeing technology‑enabled innovation, digital transformation, emerging technologies (including AI), data and information systems or cybersecurity, supporting effective oversight as the company advances as a digitally enabled, sustainable climate and energy solutions provider. | | International Business Operations | | Carrier operates globally, with a significant portion of its revenue generated outside the United States. The Board seeks directors with experience managing or overseeing international operations, enabling them to bring global business, regulatory, geopolitical and cultural perspectives to Board deliberations. | | Knowledge of Company/Industry | | Understanding Carrier’s business and industry enhances our ability to oversee strategy and performance. The Board seeks directors with experience in Carrier’s businesses or adjacent industries, whether gained through executive leadership or board service, providing insight into the company’s operating, competitive, strategic and regulatory environment. | | Marketing/Sales | | Strong customer relationships and market insight are increasingly important to executing Carrier’s growth strategy. The Board seeks directors with experience in marketing, sales or commercial strategy, enabling oversight of customer engagement, brand positioning and revenue growth initiatives, including recurring and digitally enabled offerings. |
Our Company
2026 Proxy Statement 4
Proposal 1: Election of Directors
Proposal 1: Election of Directors
Proposal 1: Election of Directors
Proposal 1: Election of Directors Board Refreshment and Nomination Process The Board’s annual evaluation of its effectiveness encompasses the following questions, actions and outcomes. It plays an integral role in the refreshment and nomination process.
Proposal 1: Election of Directors
| 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. | } | 2025-2026 Outcomes ▪Nominated 10 candidates for election at the 2025 Annual Meeting. ▪Appointed Amy E. Miles as 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. |
Proposal 1: Election of Directors
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 68). 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 following their 75th birthday, unless the Board determines that an exception is warranted under special circumstances. Upon the recommendation of the Governance Committee, the Board approved an exception to the mandatory retirement age for Dr. Garnier and nominated him for election at the 2026 Annual Meeting. In reaching this determination, the Board considered Dr. Garnier’s deep familiarity with Carrier’s business, customers and strategic evolution, developed through his extensive service on the board of Carrier’s former parent company, United Technologies Corporation (now RTX Corporation), as well as his role as a founding director of Carrier. The Board also considered his significant experience guiding complex, multinational organizations through periods of transformation and strategic change. Given the company’s current stage in executing its long-term growth strategy, the Board determined that the continuity, institutional knowledge and seasoned judgment that Dr. Garnier provides continue to support effective oversight and well‑informed decision‑making. The Board believes that extending this exception is in the best interests of the company and its shareowners at this time. Nominees for the 2026 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 2025 Annual Meeting. If, prior to the 2026 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 2026 Annual Meeting, the proxy holders will vote the shares for which they serve as proxy for that replacement nominee.
Proposal 1: Election of Directors
| Our Board of Directors recommends a vote FOR the election of each of the nominees presented in the Proxy Statement. |
Proposal 1: Election of Directors
Carrier Global Corporation 7
Proposal 1: Election of Directors
| | | | | | | David L. Gitlin | 56 | | | | | 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; audit) | |
Proposal 1: Election of Directors
| | | | | | | John J. Greisch | 70 | | Lead Independent Director | | | Former President & Chief Executive Officer Hill-Rom Holdings, Inc. | Director Since: 2020 | Committees: Compensation, Technology & Innovation | | CAREER HIGHLIGHTS ▪TPG Capital LLC (global private equity) ▪Senior Advisor, 2018 to 2025 ▪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 2018 ▪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 | |
Proposal 1: Election of Directors
2026 Proxy Statement 8
Proposal 1: Election of Directors
Proposal 1: Election of Directors
Proposal 1: Election of Directors
| | | | | | | Jean-Pierre Garnier, Ph.D. | 78 | | 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 | |
Proposal 1: Election of Directors
| | | | | | | Charles M. Holley, Jr. | 69 | 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 and finance; public policy and sustainability) ▪Amgen, Inc., since 2017 (audit, chair; executive; 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 | |
Proposal 1: Election of Directors
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Proposal 1: Election of Directors
| | | | | | | Michael M. McNamara | 69 | | Independent | | | Co-Founder & Chief Executive Officer Samara | Former Chief Executive Officer Flex Ltd. | Director Since: 2020 Committees: Governance, Technology & Innovation (Chair) | | CAREER HIGHLIGHTS ▪Samara (infill housing 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, chair) | | | 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 |
Proposal 1: Election of Directors
| | | | | | | Amy E. Miles | 59 | Independent | | | | Former Chair of the Board & Chief Executive Officer Regal Entertainment Group | Director Since: 2025 | Committees: Audit, Governance | | CAREER HIGHLIGHTS ▪Regal Entertainment Group, Inc. (movie theater operator) ▪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 LLP (professional services) ▪Senior Manager, 1998 to 1999 ▪PricewaterhouseCoopers LLP (professional services) ▪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 | |
Proposal 1: Election of Directors
2026 Proxy Statement
Proposal 1: Election of Directors
Proposal 1: Election of Directors 10
Proposal 1: Election of Directors
| | | | | | | Susan N. Story | 66 | 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 ▪Dominion Energy, Inc. (Independent Lead Director), since 2017 (safety, technology, nuclear and operations; compensation and talent development) FORMER DIRECTORSHIPS ▪Newmont Corporation, 2020 to 2025 ▪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 | |
Proposal 1: Election of Directors
| | | | | | | Michael A. Todman | 68 | 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 | |
Proposal 1: Election of Directors
Carrier Global Corporation 11
Proposal 1: Election of Directors
| | | | | | | Max Viessmann | 37 | | | | | 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 (heating and refrigeration), since 2015 ▪Chief Executive Officer & Member of the Executive Board, since 2017 ▪The Boston Consulting Group (consulting services), 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 Member, FGTC Investment GmbH | |
Proposal 1: Election of Directors
| | | | | | | Virginia M. Wilson | 71 | 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; 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 | |
Proposal 1: Election of Directors
2026 Proxy Statement
Proposal 1: Election of Directors
Proposal 1: Election of Directors 12 Corporate Governance
Highlights
Highlights
Highlights
| Regular reviews of strategic direction and priorities Regular reviews of significant risks; active oversight of Enterprise Risk Management (“ERM”) program Annual review of Board policies, governance practices and committee charters Annual Board, committee and director evaluations; regular refreshment actions 80% of director nominees independent Robust Lead Independent Director with explicit responsibilities | Regular meetings of independent directors led by Lead Independent Director Annual election of all directors Majority voting for directors in uncontested elections Rigorous share ownership requirements for directors and senior management Directors required to hold company-granted equity until retirement Hedging, short sales and pledging of Carrier securities prohibited | Eligible shareowners can nominate directors through proxy access Shareowners may act by written consent 15% of shareowners may call special meetings No supermajority shareowner voting requirements 98% attendance at stated Board meetings in 2025 100% attendance at stated committee meetings in 2025 |
Our Commitment to Sound Corporate Governance Practices
Our Commitment to Sound Corporate Governance Practices As the highlights above demonstrate, Carrier is committed to strong corporate governance practices. Our governance framework enables our experienced and accomplished directors to provide advice, insight and oversight that promote the long-term interests of the company, our shareowners and other stakeholders. We encourage you to visit the Governance section of our website (see page 6), where you can access Carrier’s governance documents. These documents reflect our commitment to integrity, transparent financial reporting and strong financial controls; our approach to corporate governance and risk management; and our commitment to the environment and sustainability. These documents include:
Our Commitment to Sound Corporate Governance Practices
| ▪Amended and Restated Certificate of Incorporation ▪Amended and Restated Bylaws ▪Corporate Governance Principles ▪Board Committee Charters ▪Director Independence Policy ▪Related Person Transactions Policy ▪Share Ownership Requirements ▪Code of Ethics and excerpts from Carrier’s Corporate Policy Manual | ▪Information about Carrier's compliance initiatives, including the Speak Up Program, which allows employees and other stakeholders to ask questions or raise concerns confidentially and outside the usual management channels ▪Information about how to communicate concerns with our Board, Lead Independent Director or one or more independent directors ▪Information relating to our political activities ▪2025 Sustainability and Impact Report ▪2030 Sustainability Goals and related initiatives |
Our Commitment to Sound Corporate Governance Practices
Carrier Global Corporation 13
Significant Corporate Governance Actions
Significant Corporate Governance Actions The Board consistently demonstrates its commitment to sound corporate governance practices, policies and procedures designed to ensure that our Board effectively exercises its oversight role. We have implemented a number of actions over time to increase shareowner rights, enhance the Board’s structure and augment our commitment to sustainability and corporate responsibility. Since the beginning of 2025, these actions have included, among other things, Board refreshments, enhancing oversight of emerging risks related to artificial intelligence (“AI”), expanding our disclosures related to political activities undertaken by the company and updating various policies and Committee Charters to enhance Board oversight of Carrier’s corporate responsibility practices and programs. Increased Diversity of Perspectives During 2025, Ms. Miles was appointed to the Board. Her diverse skills, experience and background bring a new perspective and expertise to our Board and to the committees on which she serves. We also refreshed committee assignments across our Audit, Governance and Technology & Innovation committees following Ms. Miles’s appointment, changes which we believe infuse new skill sets and perspectives into our committees. Board Engagement Throughout 2025, the Board continued to prioritize meaningful, director‑led engagement to support effective oversight, informed decision‑making and alignment with shareowner interests. Directors engaged extensively with management through regularly scheduled meetings of the Board and its committees, complemented by direct interactions outside the boardroom. During the year, directors participated in visits to Carrier manufacturing and operational facilities in the United States and Europe, and they engaged with senior leaders through both formal and informal settings, providing firsthand insight into the company’s operations, culture and leadership. In early 2025, the Board further strengthened its direct engagement with shareowners through a targeted, stewardship‑focused outreach effort led by our Lead Independent Director and Compensation Committee Chair. This outreach was designed to better understand shareowner perspectives on the 2024 say‑on‑pay vote and to gather feedback on how to address shareowners’ expectations going forward. Feedback from these discussions was shared with the full Board and informed ongoing Board and committee deliberations related to executive compensation, governance practices and related disclosures. Leading up to the 2026 proxy season, the Board’s Lead Independent Director engaged on matters including corporate governance, Board succession planning and risk oversight. Corporate Responsibility Oversight In 2025, we strengthened our corporate governance framework to further enhance the Board's oversight of corporate responsibility matters. The Board approved amendments to the Governance Committee Charter to formally assign oversight of Carrier's corporate responsibility practices, programs and initiatives to the Governance Committee. These practices include Carrier's environmental practices and sustainability programs, social initiatives, political practices and governance programs. The Governance Committee now monitors emerging corporate responsibility trends and risks and ensures alignment with Carrier’s strategic objectives.
Board Leadership Structure
Board Leadership Structure Chairman and Chief Executive Officer Roles The Board does not have a policy about whether the roles of Chairman of the Board and Chief Executive Officer (“CEO”) should be separate or combined. Rather, under our Corporate Governance Principles, the Board has the flexibility to annually choose the leadership structure that it believes will provide the most effective leadership and oversight for the company and its growth strategy. The Governance Committee routinely reviews our governance practices and Board leadership structure, and the Board selects the structure that it believes provides the most effective leadership and oversight for the company. In making this decision, the Board considers a range of factors, including the company’s operating and financial performance, recent or anticipated changes in the CEO role, the effectiveness of the processes and structures for Board interaction with and oversight of management, and the importance of maintaining a single voice in leadership communications and Board oversight, both internally and externally, including with investors. 2026 Proxy Statement
Proposal 1: Election of Directors
Proposal 1: Election of Directors 14 Combined Role of Chairman and CEO under David L. Gitlin David L. Gitlin, Carrier’s CEO, has served in the position of Chairman of the Board since April 2021. The Board again elected Mr. Gitlin to this role in April 2025, and it continues to believe that the interests of shareowners are best served at this time if the roles of Chairman and CEO remain combined in Mr. Gitlin. The Board’s belief is based on the following:
Proposal 1: Election of Directors
| ▪Mr. Gitlin has served as President & CEO of Carrier since June 2019 and as a director since UTC, renamed RTX, completed the spinoff of Carrier (the “Separation”) into an independent publicly traded company. ▪Before joining Carrier, he had been a 22-year veteran of UTC and held numerous senior positions, including President & Chief Operating Officer of Collins Aerospace Systems, which in 2019 had annual net sales of $26 billion, and President of UTC Aerospace Systems. ▪Through the Separation from UTC, the transformation of Carrier into an independent public company and throughout the COVID-19 pandemic, Mr. Gitlin demonstrated strong and effective leadership. ▪During 2023 and 2024, Mr. Gitlin’s leadership and vision were critical to the architecture and execution of Carrier’s transformation into a pure-play global leader in intelligent climate and energy solutions through the acquisition of Viessmann Climate Solutions and divestiture of the Global Access Solutions, Industrial Fire, Commercial Refrigeration and Commercial & Residential Fire businesses. ▪During 2025, Mr. Gitlin led Carrier through challenging macroeconomic headwinds, advancing strategic actions that strengthened the company’s competitive positioning across its three growth vectors of product, aftermarket and systems. | ▪Mr. Gitlin has the requisite strategic vision, experience and business acumen to lead this simpler, more focused Carrier moving forward. ▪He has fostered a strong working relationship between the Board and management through transparency and receptiveness to new ideas and approaches, active and effective engagement with investors and other stakeholders, and by cultivating accessibility to the management team. ▪The combined roles of Chairman and CEO promote decisive, unified leadership as Carrier enters the next critical stage of its long-term growth strategy. ▪As delineated in the Corporate Governance Principles, the Board has maintained a robust role for the Lead Independent Director, and Mr. Greisch has exhibited strong and consistent leadership fulfilling that role and, along with the other independent directors, exercised active oversight of the Chairman and CEO. ▪As demonstrated on pages 13 through 21, the Board has maintained and continually refined strong governance practices that ensure robust independent oversight, shareowner feedback and Board and management accountability. |
Proposal 1: Election of Directors
Lead Independent Director Responsibilities As expressly set forth in our Corporate Governance Principles, the independent directors of the Board designate a non-employee director to serve as Lead Independent Director when the Chairman is not independent. The Lead Independent Director’s responsibilities include the following and essentially mirror a non-executive Chairman’s responsibilities:
Proposal 1: Election of Directors
| ▪May call and preside over private sessions of the independent directors ▪May call special meetings of the Board and preside over such meetings when the Chairman is not present ▪Serves as liaison between the non-employee directors and the Chairman ▪Engages with significant constituencies, as requested ▪Works with the Chairman to plan and set the agenda for Board meetings | ▪Oversees the performance evaluation and compensation of the CEO ▪Facilitates succession planning and management development ▪Facilitates the Board’s annual self-evaluation process with the Chair of the Governance Committee ▪Authorizes the retention of outside advisors and consultants who report to the Board on board-wide issues |
Proposal 1: Election of Directors
The Board believes that a Lead Independent Director with well-defined responsibilities enhances the effectiveness of the independent directors, improves risk management and oversight and provides a channel for independent directors to candidly raise issues or concerns for the Board’s consideration. Carrier Global Corporation 15
Board Responsibilities and Meetings
Board Responsibilities and Meetings The Board and our directors operate pursuant to Carrier’s Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, Corporate Governance Principles, Director Independence Policy, Related Person Transactions Policy, Share Ownership Requirements and Code of Ethics, all of which are available on the Governance section of our website (see page 6).
Board Responsibilities and Meetings
| Chair: David L. Gitlin Lead Independent Director: John J. Greisch Meetings: 6 Stated Meetings (additional Special Meetings as required) | Primary Responsibilities: ▪Oversees Carrier’s strategy, business and affairs in the best interests of Carrier and its shareowners ▪Advances the long-term interests of Carrier and its shareowners while also responsibly addressing the concerns of other stakeholders, including Carrier employees, customers, suppliers and communities ▪Oversees Carrier’s corporate responsibility practices, programs and initiatives, including climate-related matters, social initiatives and government relations, and delegates to one or more standing committees oversight of certain program elements ▪Reviews, approves and monitors business strategies and objectives ▪Oversees significant risks and risk management activities, pursuant to Carrier’s Enterprise Risk Management program ▪Selects, evaluates and plans succession of senior executive management, including the CEO ▪Elects and designates Board and committee leadership and committee members ▪Undertakes annual self-evaluation and regular refreshment actions and selects director nominees for annual election ▪Establishes and enhances corporate policies and governance practices that promote and maintain the integrity of Carrier and respect the interests of our shareowners |
Board Responsibilities and Meetings
Our Board engages with, provides informed and meaningful guidance and feedback to and maintains an open dialogue with management primarily through stated meetings and additional special meetings where required. At each stated meeting, the agenda typically includes a review of the company’s financial results and outlook, a briefing on aspects of our long-term strategy, committee reports and other matters whether requested by the directors or deemed pertinent by management. In addition, the Board and senior management hold an annual strategic planning session in October. The Board met seven times in 2025, including six regular stated meetings and one special meeting. Together, directors attended 98% of the regular stated meetings of the Board and 100% of regular stated meetings of committees on which they served during 2025. Carrier’s directors meet in executive sessions regularly without management and in additional sessions when requested. These sessions are led by our Lead Independent Director and typically occur before and/or after Board meetings. The Board met in executive session without management present during all six of its regular stated meetings in 2025. Independent directors also met in 2025. To prepare for Board and committee meetings, the directors receive the agenda and materials in advance to facilitate more informed discussion and decision-making. Directors are encouraged to attend the Annual Meeting. All our directors attended the 2025 Annual Meeting, which was held virtually. 2026 Proxy Statement
Proposal 1: Election of Directors
Proposal 1: Election of Directors 16
Proposal 1: Election of Directors
Proposal 1: Election of Directors 18
How We Manage Risk
How We Manage Risk Our Risk Management Framework Carrier encounters an extensive range of risks, including compliance, financial, geopolitical, legal, operational, regulatory, reputational and strategic. Within these broad categories, specific risks include: government actions (including related to developments in trade policy and the imposition of tariffs and climate regulations); cybersecurity; economic conditions in the industries and markets in which we operate (including financial market conditions, inflationary cost pressures and levels of end market demand, among other factors); the competitive landscape (including disruptive technologies); human capital management (including talent acquisition, development and retention); logistics and supply chain; and the impact of disruptive events (including natural disasters and pandemics). To manage these and other risks, we have implemented an ERM program, which is a companywide effort that is managed by senior executives and overseen by the Audit Committee and Board to identify, assess, manage, report and monitor enterprise risks that may affect our ability to achieve the company’s objectives and strategy. As part of the ERM program, ownership of enterprise risk is assigned to the appropriate business segment or corporate function that is responsible for developing and implementing comprehensive mitigation plans. The Board reviews key risks and mitigation plans on an annual basis in conjunction with Carrier’s strategic plan. Mitigation plans are reviewed for effectiveness and include a broad range of measures to manage and mitigate risk, including adjustments to strategic and business initiatives, research and development, product design, increased protection for our facilities and supply chain and enhanced internal controls, including employee and contractor training. The Board and its committees also review enterprise risks with senior management on an on-going basis throughout the year. Each committee has primary risk oversight responsibility in the areas that align with its focus and charter responsibilities as described in the table on page 20. At each regular meeting, or more frequently as needed, the Board receives and considers committee reports that provide additional detail on risk management issues and management’s response to them. For example, in 2025, the Board was briefed at two meetings on AI initiatives and resources, as well as discussed the potential impact of AI on Carrier’s operations, risk profile and governance considerations. These engagements reflect the Board’s proactive approach to remaining informed on evolving developments and working with management on matters with potential strategic and operational implications. Carrier Global Corporation 19 The Board’s Role in Risk Management The full Board is responsible for Carrier’s strategic risks, while the Audit Committee oversees the company’s ERM policies and practices. Responsibility for the oversight of specific risk categories is allocated among the Board and its committees as follows:
How We Manage Risk
| Full Board of Directors | | | | | ▪Major strategies and business objectives ▪Significant risks and risk management activities pursuant to Carrier’s ERM program ▪Succession planning | | | | | Audit Committee | Compensation Committee | Governance Committee | Technology & Innovation Committee | | ▪ERM policies and practices ▪Capital structure and significant capital appropriations ▪Compliance program ▪Cybersecurity risks ▪Financial reporting and related internal controls ▪Foreign exchange, interest rates and raw material hedging ▪Significant operational risks | ▪Compensation and benefit policies ▪Compensation of select senior leaders ▪Compensation plan design and compensation- related risk ▪Employee engagement and inclusion ▪Incentive plan performance metrics and goals ▪Pay equity | ▪Charitable and philanthropic policies ▪Conflicts of interest ▪Corporate governance ▪Director independence ▪Environment, health and safety ▪Government relations, including Carrier PAC and political expenditures ▪Corporate responsibility ▪Product integrity | ▪Developments and trends in technology and digital, including sustainability ▪Disruption risk by technology and digital developments ▪Effectiveness of Carrier’s technology and digital strategy and innovation programs |
Government Relations and Public Policy Activities
Government Relations and Public Policy Activities Carrier engages in political activity and public policy advocacy on issues that impact the company’s business — whether at the local, state or federal level in the United States, or with foreign governments and international governmental organizations. The Board believes that participating in the legislative and regulatory process is an important part of responsible corporate citizenship, and that Carrier and its employees have a legitimate interest in public policy debates. The Governance Committee and Board review and monitor the company’s government relations activities, including those of the Carrier PAC. These activities are governed by and conducted in accordance with the standards articulated in our Code of Ethics and corporate policy on Government Relations, both of which are available on the company’s website. Carrier’s government relations initiatives are intended to educate and inform officials and the public on a broad range of public policy issues that are important to our business and consistent with the best interests of the company, our shareowners and our other stakeholders. These initiatives are not based on the personal agendas of individual shareowners or Carrier’s directors, officers or employees. Carrier maintains a Political Activities page on the Carrier website to increase the visibility of our lobbying policies and procedures, provide links to our publicly filed lobbying expenditure reports and provide a list of the trade associations and organizations of which we are members. We encourage you to visit the Political Activities page on the Carrier website at www.corporate.carrier.com/Political_Activities. The company does not make political contributions to candidates for U.S. federal office and, as a matter of policy, does not contribute to candidates for state or local office in the United States or for offices in foreign countries. The Carrier PAC, which is entirely funded by voluntary contributions from Carrier employees, is nonpartisan and contributes to candidates for federal office who are supportive of Carrier’s corporate business interests and public policy goals, regardless of political party. 2026 Proxy Statement
Proposal 1: Election of Directors
Proposal 1: Election of Directors 20
Proposal 1: Election of Directors
Proposal 1: Election of Directors 22
2025 Director Compensation
2025 Director Compensation The following table sets forth information regarding the 2025 compensation paid to our non-employee directors.
2025 Director Compensation
| NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)1 | ALL OTHER COMPENSATION ($)2 | TOTAL ($) | | Jean-Pierre Garnier | 130,000 | 195,000 | 1,276 | 326,276 | | John J. Greisch | 16,000 | 369,000 | 3,453 | 388,453 | | Charles M. Holley, Jr. | 144,000 | 216,000 | 6,809 | 366,809 | | Michael M. McNamara | 142,000 | 213,000 | 1,276 | 356,276 | | Amy E. Miles3 | 221,000 | 301,500 | 26,019 | 548,519 | | Susan N. Story | 6,000 | 334,000 | 5,125 | 345,125 | | Michael A. Todman | 162,000 | 213,000 | 1,276 | 376,276 | | Max Viessmann | 130,000 | 195,000 | 828 | 325,828 | | Virginia M. Wilson | 168,000 | 222,000 | 26,105 | 416,105 |
2025 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 2025 Annual Report on Form 10-K. The number of units credited to each non-employee director in 2025 was calculated by dividing the value of the award by $60.77, the NYSE closing price per share of Carrier common stock on April 9, 2025, the date of the 2025 Annual Meeting. For Ms. Miles, the number of units credited for the April 2024 to April 2025 Board cycle was calculated by dividing the value of the award by $68.80, the NYSE closing price per share of Carrier common stock on January 15, 2025, the effective date of her appointment to the Board. 2Amounts in this column include incidental benefits, matching contributions on behalf of Ms. Miles ($25,000) 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 and Ms. Story relating to the December meeting of the Board of Directors. 3Ms. Miles was appointed to Carrier’s Board effective January 15, 2025. As disclosed under “Annual Retainer” on page 22, 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. Carrier Global Corporation 23 Share Ownership
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 |
Section II: Executive Compensation Governance Practices
1During 2025, the Committee was assisted by Pearl Meyer, who reported directly to the Committee, attended all Compensation Committee meetings and communicated with the Committee Chair between meetings, as necessary. The Committee has reviewed Pearl Meyer’s qualifications, independence and any potential conflicts of interest. Pearl Meyer did not perform other services for or receive other fees from Carrier. The Committee therefore determined that Pearl Meyer qualified as an independent consultant. The Committee has the sole authority to modify or approve Pearl Meyer’s compensation, determine the nature and scope of its services, evaluate its performance, terminate the engagement and hire a replacement or additional consultant at any time. Compensation Setting Cycle The Board and Committee generally follow an annual compensation cycle with respect to each new fiscal year as described below. The independent directors of the Board make all final compensation decisions for the CEO, based on the recommendation of the Committee. The Committee also reviews and approves compensation for NEOs, non-NEO ELT members and other executive officers. Additionally, the Committee approves incentive plan designs, including the selection of performance measures, weightings, and targets for annual bonus and LTI; the establishment of target compensation values; the granting of equity awards; and the determination of payouts of performance-based cash and equity awards from prior years. 2026 Proxy Statement
Proposal 2: NEO Compensation
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 in terms of industry and size comparability 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. 2025 Compensation Peer Group Data1
Proposal 2: NEO Compensation
| | CARRIER | PERCENTILE | RANKING | 2025 Compensation Peer Group | | Revenue ($M) | $21,747 | | 8 of 16 | | | | | | | 3M Co. Caterpillar Inc. Cummins Inc. Deere & Company Eaton Corporation plc Emerson Electric Co. Honeywell International Inc. Illinois Tool Works Inc. Johnson Controls International plc Otis Worldwide Corporation Parker Hannifin Corporation Stanley Black & Decker, Inc. TE Connectivity Ltd. Trane Technologies plc Whirlpool Corporation | | Market Capitalization ($M) | $44,502 | | 13 of 16 | |
Section III: 2025 CEO and NEO Compensation
1Mr. Gierges’ employment began March 28, 2025. 2025 Annual Bonus Plan We provide our NEOs the opportunity to earn annual cash incentive compensation under our Annual Bonus Plan. The Committee believes its methodology for determining annual bonus awards accomplishes the following objectives: ▪Establishes challenging but achievable performance goals that are consistent with the Committee’s assessment of opportunities and risks for the upcoming year, as communicated to investors ▪Sets annual bonus targets for NEOs that are market competitive ▪Allows the Committee to assess and reward overall company, segment and individual performance Annual Bonus Plan Targets The Committee approves annual bonus targets based on relevant market data for each NEO’s role, including market median levels in the context of total target compensation and the scope of the NEO’s role. Annual bonus targets are expressed as a percentage of base salary and generally approximate the Compensation Peer Group median. The 2025 annual bonus targets for each NEO are shown below.
Section III: 2025 CEO and NEO Compensation
| NEO | 2025 ANNUAL BONUS TARGET VALUE (AS % OF BASE SALARY) | 2025 ANNUAL BONUS TARGET VALUE ($) | | David L. Gitlin | 175% | 2,625,000 | | Patrick Goris | 100% | 900,000 | | Michael L. Gierges | 90% | 630,000 | | Gaurang Pandya | 90% | 675,000 | | Edward Dryden | 90% | 612,000 |
Proposal 2: NEO Compensation
Proposal 2: NEO Compensation 34 Annual Bonus Plan Performance Metrics and Relative Weighting Our 2025 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 2025 Annual Bonus Final Company Performance Factor Table (the “Company Performance Factor”), which establishes the overall annual bonus pool.
Proposal 2: NEO Compensation
In addition to the financial metrics, NEOs were assigned 2025 strategic and operational objectives in furtherance of Carrier’s priorities and goals. As a part of the individual performance factor portion of the 2025 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. Carrier Global Corporation 35
NEO Annual Bonus Payout Calculation
NEO Annual Bonus Payout Calculation
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 $ |
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. 2025 Annual Bonus Plan Final Company Performance Factor For 2025, the Compensation Committee established Annual Bonus Plan financial targets consistent with its commitment to rigorous goal setting and alignment with long-term shareowner value creation. In line with our pay-for-performance philosophy, targets for Sales, Adjusted Operating Profit and FCF were set above prior-year actual results and were designed to be challenging yet achievable within the context of Carrier’s strategic priorities and performance culture. These metrics reinforced Carrier’s focus on disciplined execution across our three growth vectors: product, aftermarket and systems. In 2025, Carrier remained focused on driving growth and strengthening market leadership and delivered meaningful progress across its three growth vectors, particularly in areas critical to its long-term growth profile. The company exceeded growth targets in commercial HVAC, achieved its stretch goal in data centers sales (doubling year over year from 2024), expanded in Japan and India, delivered a historic year in its container business and achieved double-digit aftermarket growth1 for the fifth consecutive year. At the same time, weak market conditions significantly impacted shorter-cycle residential and light commercial businesses across the Americas, Europe and China, as well as the global refrigerated truck and trailer business. While management took decisive actions to control what was within its control, overall financial performance fell short of plan, and the company did not achieve the target goals for the Sales, Adjusted Operating Profit, or Free Cash Flow financial metrics under the Annual Bonus Plan. Consistent with its governance framework and pay-for-performance principles, the Committee rigorously assessed performance against the preestablished goals and approved a final Company Performance Factor of 39% of target. The resulting payout reflects the company’s 2025 financial performance relative to the Plan metrics and reinforces the Committee’s commitment to strong alignment between executive compensation and company performance.
NEO Annual Bonus Payout Calculation
| FINANCIAL METRIC2 | THRESHOLD 50% PAYOUT | TARGET 100% PAYOUT | MAXIMUM 200% PAYOUT | ACHIEVEMENT | WEIGHTING | COMPANY PERFORMANCE FACTOR | | Sales | | | | 67.0% | 1/3 | 22.3% | | Adjusted Operating Profit | | | | 50.0% | 1/3 | 16.7% | | Free Cash Flow | | | | 0.0% | 1/3 | 0.0% | | | Final Company Performance Factor: | | | | | 39.0% |
NEO Annual Bonus Payout Calculation
1Excludes NORESCO. 2Performance goals and results are based on non-GAAP financial measures. See Appendix A beginning on page 72 for more details. 2026 Proxy Statement
Proposal 2: NEO Compensation
Proposal 2: NEO Compensation 36 2025 Annual Bonus Plan Individual Performance Factor NEOs, including our CEO, establish individual financial, strategic and operational objectives at the beginning of each year. Following year-end, the CEO evaluates the performance of each NEO against these objectives and may recommend that the Compensation Committee adjust the Individual Performance Factor upward or downward. The Compensation Committee reviews these recommendations and determines any adjustments it deems appropriate. Mr. Gitlin does not participate in discussions or determinations regarding his own annual bonus. For 2025, given that company financial performance fell below established targets, the Compensation Committee determined that annual incentive payouts should reflect company performance without any increase from the Individual Performance Factor. Accordingly, the Committee approved an Individual Performance Factor of 100% for Mr. Gitlin, and Mr. Gitlin recommended, and the Committee approved, Individual Performance Factors of 100% for the other NEOs. As a result, annual incentive payouts were directly aligned with the 39% Company Performance Factor and were not adjusted to mitigate the impact of below-target financial performance. 2025 CEO and NEO Annual Bonus Final Payouts Based on the factors discussed above, the final 2025 annual bonus payouts for the CEO and NEOs are noted below.
Proposal 2: NEO Compensation
| | 0 | BASE SALARY | TARGET BONUS PERCENTAGE % OF BASE SALARY | 2025 ANNUAL BONUS TARGET VALUE ($) | COMPANY/ SEGMENT PERFORMANCE FACTOR | INDIVIDUAL PERFORMANCE FACTOR | FINAL PAYOUT FACTOR | FINAL ANNUAL BONUS PAYOUT ($) | | David L. Gitlin | | 1,500,000 | 175% | 2,625,000 | 39.0% | 100.0% | 39.0% | 1,023,750 | | Patrick Goris | | 900,000 | 100% | 900,000 | 39.0% | 100.0% | 39.0% | 351,000 | | Michael L. Gierges1,2 | | 700,000 | 90% | 630,000 | 55.0% | 100.0% | 55.0% | 346,500 | | Gaurang Pandya2 | | 750,000 | 90% | 675,000 | 30.0% | 100.0% | 30.0% | 202,500 | | Edward Dryden2 | | 680,000 | 90% | 612,000 | 68.0% | 100.0% | 68.0% | 416,160 |
Proposal 2: NEO Compensation
1Mr. Gierges was eligible for a full-year bonus payout. 2As segment NEOs, Messrs. Gierges, Pandya and Dryden were measured on an equally weighted combination of corporate financial metric goals (50%) and their respective segment financial metric goals (50%). 2025 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 2025 annual LTI awards for company executives were composed of only performance-based LTI instruments: SARs and PSUs. As such, the 2025 annual LTI awards did not include any time-based RSUs to NEOs.
Proposal 2: NEO Compensation
| | METRIC | WEIGHTING | 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 |
Proposal 2: NEO Compensation
Carrier Global Corporation 37 Stock Appreciation Rights (“SARs”) SARs are a key 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 pre-established performance goals. For grants made in 2025 to all NEOs the two performance goals were EPS CAGR and Relative TSR, each weighted 50%.
Relative TSR Metric
Relative TSR Metric The Relative TSR metric compares Carrier’s 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 2025 included the 31 companies listed below.
Relative TSR Metric
| 2025 PERFORMANCE PEER GROUP FOR RELATIVE TSR1 | | | | | 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 | |
Relative TSR Metric
1For 2026, the Committee has approved a revised list of 30 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.
Relative TSR Metric
| | 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% |
Relative TSR Metric
2026 Proxy Statement
EPS CAGR Metric
EPS CAGR Metric 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 challenges 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. 2025 CEO and NEO Annual Long-Term Incentive Awards The Committee primarily considered the following factors in determining the grant date target value of annual LTI awards granted to each NEO in 2025: ▪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 46 and 48, 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 share price, while the accounting and proxy statement values are determined in accordance with GAAP requirements.
EPS CAGR Metric
| NEO | TARGET VALUE OF SARs ($) | TARGET VALUE OF PSUs ($) | TOTAL TARGET VALUE 2025 ANNUAL LTI ($) | TOTAL GRANT VALUE 2025 ANNUAL LTI ($) | | David L. Gitlin | 5,950,000 | 5,950,000 | 11,900,000 | 11,900,000 | | Patrick Goris | 1,800,000 | 1,800,000 | 3,600,000 | 3,600,000 | | Michael L. Gierges | 835,000 | 835,000 | 1,670,000 | 1,670,000 | | Gaurang Pandya | 1,237,500 | 1,237,500 | 2,475,000 | 2,475,000 | | Edward Dryden | 882,500 | 882,500 | 1,765,000 | 2,118,000 |
EPS CAGR Metric
| NEO | ANNUAL SALARY AS OF 12/31/2025 ($) | ANNUAL BONUS TARGET BONUS PERCENTAGE (% OF BASE SALARY) | 2025 ANNUAL LTI TARGET GRANT VALUE ($) | TOTAL TARGET DIRECT COMPENSATION ($) | | David L. Gitlin | 1,500,000 | 175% | 11,900,000 | 16,025,000 | | Patrick Goris | 900,000 | 100% | 3,600,000 | 5,400,000 | | Michael L. Gierges | 700,000 | 90% | 1,670,000 | 3,000,000 | | Gaurang Pandya | 750,000 | 90% | 2,475,000 | 3,900,000 | | Edward Dryden | 680,000 | 90% | 1,765,000 | 3,057,000 |
EPS CAGR Metric
Carrier Global Corporation 39 2023 PSUs Results On February 1, 2023, the CEO and other NEOs employed on that date received an annual equity grant in the form of 50% SARs and 50% PSUs (“2023 PSUs”). The 2023 PSUs vested on February 1, 2026, based on Carrier’s performance over the three-year period that ended on December 31, 2025, 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 71.1%.
EPS CAGR Metric
| FINANCIAL METRIC | WEIGHTING | 0% Payout | THRESHOLD 25% PAYOUT | TARGET 100% PAYOUT | MAXIMUM 200% PAYOUT | ACHIEVEMENT | PERFORMANCE FACTOR | | EPS CAGR1 | 50% | <6% ($2.36 or less) | | | | 88.00% | 44.0% | | Relative TSR Percentile2 | 50% | <25th | | | | 54.10% | 27.1% | | | | | Final Performance Factor: | | | | 71.1% |
EPS CAGR Metric
| 2023 PERFORMANCE PEER GROUP FOR RELATIVE TSR | | | | | 3M Co. | Emerson Electric Co. | Johnson Controls International plc | Snap-On Incorporated | | A. O. Smith Corporation | Fortive Corporation | Masco Corporation | Stanley Black & Decker, Inc. | | Allegion plc | Generac Holdings | Nordson Corporation | Trane Technologies plc | | Ametek, Inc. | General Electric Co. | Otis Worldwide | Wabtec Corporation | | Caterpillar Inc. | Honeywell International Inc. | PACCAR Inc. | Xylem Inc. | | Cummins Inc. | IDEX Corporation | Parker-Hannifin Corporation | | | Dover Corporation | Illinois Tool Works Inc. | Pentair plc. | | | Eaton Corporation plc | Ingersoll-Rand Inc. | Rockwell Automation, Inc. | |
Section IV: Other Compensation Elements
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. 2026 Proxy Statement
Section V: Other Compensation Policies and Practices
Under these requirements, each of our NEOs and ELT members are required, within five years of attaining their position, to own shares of Carrier common stock, including RSUs but excluding stock options, SARs and unvested PSUs, equal in value to the applicable multiple of their then base salary. NEOs and ELT members who do not meet the foregoing share ownership requirements within the applicable five-year period will not be permitted to sell shares of Carrier common stock until satisfying these requirements. Each of the NEOs and ELT members currently comply with their respective ownership requirements or are on track to meet them within the five-year period. No Short Sales, Pledging or Hedging of Carrier Securities and No Option Repricing Carrier does not allow its directors, officers or employees to enter into short sales of Carrier common stock. Similarly, directors, officers and employees may not pledge or assign an interest in Carrier common stock or other equity interests as collateral for a loan. Additionally, transactions in put options, call options or other derivative securities that have the effect of hedging the value of Carrier securities are prohibited, whether or not those securities were granted to or held directly or indirectly, by the director, officer or employee. Carrier’s LTI Plan prohibits repricing of underwater stock options and SARs without shareowner approval. Equity Grant Timing Policies Generally, equity grants to executives have been approved at regularly scheduled Committee or Board meetings, except for special situations such as new hire grants. Since we became a public company in 2020, our annual grants to executives (including in 2025) have been approved at the first regularly scheduled meeting of the Committee and Board, respectively, during the applicable year, which are scheduled long in advance. We do not time material nonpublic information (“MNPI”) disclosure for purposes of affecting the value of executive compensation. The Board and Committee do not take MNPI into account when determining the timing and terms of awards. The following table presents information regarding SARs issued to our NEOs in fiscal year 2025 during any period beginning four business days before the filing of a periodic report or current report disclosing material nonpublic information and ending one business day after the filing or furnishing of such report with the SEC. Mr. Gierges is not included in the table as he did not receive a 2025 annual award in February.
Section V: Other Compensation Policies and Practices
Carrier Global Corporation 43 Tax Deductibility of Incentive Compensation IRC section 162(m) limits Carrier’s deduction to $1 million for annual compensation paid to covered employees, as defined in IRC section 162(m). The Committee believes that the company’s interests are best served by maintaining flexibility in the way compensation is provided, even if it might result in the nondeductibility of certain compensation under the IRC. Risk Assessment In 2025, the Committee and management, with the assistance of Pearl Meyer, conducted a review of Carrier’s compensation strategies, plans, programs, policies and practices, including executive compensation, major broad-based compensation programs and sales compensation. The goal of this review was to assess whether any of Carrier’s compensation strategies, plans, programs, policies or practices, either individually or in the aggregate, would encourage executives or employees to undertake unnecessary or excessive risks that were reasonably likely to have a material adverse impact on Carrier. The review included compensation strategy and philosophy, annual and LTI design, sales compensation, severance benefits (both absent a change in control of Carrier and following a change in control of Carrier), corporate governance, compensation policies and practices, such as clawback provisions, executive share ownership requirements and prohibition on short sales, pledging and hedging of Carrier securities. Based on the review, management and the Committee concluded that Carrier’s compensation strategies, plans, programs, policies and practices did not pose material risk due to a variety of mitigating factors. 2026 Proxy Statement
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| NAME AND POSITION | YEAR | SALARY ($) | BONUS ($)1 | STOCK AWARDS ($)2 | OPTION AWARDS ($)3 | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)4 | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)5 | ALL OTHER COMPENSATION ($)6 | TOTAL ($) | | David L. Gitlin Chairman & Chief Executive Officer | 2025 | 1,500,000 | — | 5,634,548 | 5,747,165 | 1,023,750 | 237,661 | 819,789 | 14,962,913 | | | 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 | | Patrick Goris EVP, Chief Financial & Strategy Officer | 2025 | 887,500 | — | 1,704,746 | 1,738,679 | 351,000 | — | 206,362 | 4,888,287 | | | 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 | | Michael L. Gierges President, CSAME | 2025 | 530,303 | 1,610,000 | 1,788,273 | 1,804,119 | 346,500 | — | 980,626 | 7,059,821 | | Gaurang Pandya President, CSA | 2025 | 737,500 | — | 1,171,973 | 1,195,325 | 202,500 | — | 128,107 | 3,435,405 | | | 2024 | 700,000 | — | 1,113,197 | 1,090,253 | 652,050 | — | 125,783 | 3,681,283 | | Edward Dryden President, CST | 2025 | 672,500 | — | 1,002,905 | 1,022,984 | 416,160 | — | 111,846 | 3,226,395 |
Summary Compensation Table
1Bonus. For Mr. Gierges, the amount shown reflects the one-time cash sign-on payment described in the Compensation Discussion and Analysis above, paid in April 2025 and subject to repayment if he voluntarily resigns within two years of the payment date. 2Stock 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 2025 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 2025 the stock award amount would increase by $5,634,548, $1,704,746, $1,788,273, $1,171,973 and $1,002,905 for Messrs. Gitlin, Goris, Gierges, Pandya and Dryden, respectively. For additional information on awards made in fiscal year 2025, 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 in 2025 are set forth in Note 14: Stock-Based Compensation to the Consolidated Financial Statements set forth in Carrier's 2025 Annual Report on Form 10-K. 3Option 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 2025 are set forth in Note 14: Stock-Based Compensation to the Consolidated Financial Statements set forth in Carrier’s 2025 Annual Report on Form 10-K. 4Non-Equity Incentive Plan Compensation. Amounts earned under the 2025 Annual Bonus Plan, based on the achievement of corporate, segment and individual performance objectives. See “Compensation Discussion and Analysis — Section III: 2025 CEO and NEO Compensation — 2025 Annual Bonus” for additional detail regarding the Annual Bonus Plan. 5Change 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 Mr. Gitlin 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 5.25% in 2024 to 5.00% in 2025. Carrier’s Deferred Compensation Plan ("DCP") does not provide above-market rates of return, so no amounts are reported here. 6All Other Compensation. The 2025 amounts in this column consist of the following items:
Summary Compensation Table
| NAME | PERSONAL USE OF CORPORATE AIRCRAFT ($)a | INSURANCE PREMIUMS ($)b | COMPANY CONTRIBUTIONS TO 401(K) PLANS ($)c | COMPANY CONTRIBUTIONS TO NONQUALIFIED RETIREMENT PLANS ($)d | RELOCATION AND TAX BENEFITS ($)e | INTERNATIONAL ASSIGNMENT BENEFITS ($)f | FINANCIAL PLANNING OR TAX PREPARATION ($)g | HEALTH BENEFITS ($)h | MISCELLANEOUS ($)i | TOTAL ($) | | D. Gitlin | 196,434 | 115,692 | 26,750 | 421,300 | — | — | 19,210 | 36,997 | 3,406 | 819,789 | | P. Goris | — | — | 24,350 | 137,999 | — | — | 18,220 | 24,427 | 1,366 | 206,362 | | M. Gierges | — | — | 12,886 | 8,114 | 698,709 | 217,474 | 330 | 41,427 | 1,686 | 980,626 | | G. Pandya | — | — | 30,100 | 51,977 | — | — | 16,585 | 28,169 | 1,276 | 128,107 | | E. Dryden | — | — | 17,500 | 67,028 | — | — | — | 23,981 | 3,337 | 111,846 |
Summary Compensation Table
aIncremental variable operating costs incurred for personal air travel, which includes fuel (calculated on the basis of aircraft-specific average consumption rates and fleet average fuel costs), fleet average landing and handling fees for both domestic and international trips, crew lodging and meal allowances, catering and hourly maintenance contract charges, when applicable. Because fleet-wide aircraft utilization is primarily for business purposes (approximately 94% in 2025), capital and other fixed expenditures are not treated as an incremental cost. When an NEO experienced personal travel during a trip that was classified as primarily business in nature, the incremental mileage and operating costs incurred as a result of the personal travel were allocated to the NEO. The Carrier Board of Directors authorized Mr. Gitlin to use up to 50 hours of personal time per year on the corporate aircraft of which 34.3 were utilized in 2025. No tax reimbursements are provided to NEOs for taxable income resulting from personal use of the aircraft. 2026 Proxy Statement
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table
| | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS2 | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS3 | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#)4 | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH)5 | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)6 | | GRANT DATE1 | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | D. Gitlin | | | | | | | | | | | | | — | | 438,375 | 2,625,000 | 5,250,000 | — | — | — | — | — | — | — | | 06-Feb-2025 | | — | — | — | 11,019 | 88,150 | 176,300 | — | — | — | 5,634,548 | | 06-Feb-2025 | | — | — | — | — | — | — | — | 321,970 | 65.21 | 5,747,165 | | P. Goris | | | | | | | | | | | | | — | | 150,300 | 900,000 | 1,800,000 | — | — | — | — | — | — | — | | 06-Feb-2025 | | — | — | — | 3,334 | 26,670 | 53,340 | — | — | — | 1,704,746 | | 06-Feb-2025 | | — | — | — | — | — | — | — | 97,405 | 65.21 | 1,738,679 | | M. Gierges | | | | | | | | | | | | | — | | 105,210 | 630,000 | 1,260,000 | — | — | — | — | — | — | — | | 01-Apr-2025 | | — | — | — | 1,582 | 12,655 | 25,310 | — | — | — | 788,153 | | 01-Apr-2025 | | — | — | — | — | — | — | — | 46,210 | 63.54 | 804,054 | | 01-Apr-2025 | 7 | — | — | — | — | — | — | 15,740 | — | — | 1,000,120 | | 01-Apr-2025 | 8 | — | — | — | — | — | — | — | 57,475 | 63.54 | 1,000,065 | | G. Pandya | | | | | | | | | | | | | — | | 112,725 | 675,000 | 1,350,000 | — | — | — | — | — | — | — | | 06-Feb-2025 | | — | — | — | 2,292 | 18,335 | 36,670 | — | — | — | 1,171,973 | | 06-Feb-2025 | | — | — | — | — | — | — | — | 66,965 | 65.21 | 1,195,325 | | E. Dryden | | | | | | | | | | | | | — | | 102,204 | 612,000 | 1,224,000 | — | — | — | — | — | — | — | | 06-Feb-2025 | | — | — | — | 1,962 | 15,690 | 31,380 | — | — | — | 1,002,905 | | 06-Feb-2025 | | — | — | — | — | — | — | — | 57,310 | 65.21 | 1,022,984 |
Grants of Plan-Based Awards Table
1The Committee approved the 2025 annual LTI awards, except for Mr. Gitlin, at its regularly scheduled meeting on February 3, 2025, effective on the date of the Board Meeting on February 6, 2025. Following recommendation by the Committee, the Board approved the 2025 annual LTI award for Mr. Gitlin at its regularly scheduled meeting on February 6, 2025, effective immediately. Mr. Gierges’ awards were granted in connection with his hiring and were approved by the Committee on November 17, 2024 to be effective on April 1, 2025 (subject to his commencement of employment). 2Represents the 2025 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: 2025 CEO and NEO Compensation – 2025 Annual Bonus.” 3Number of PSUs granted under the LTI Plan, which vest based on performance relative to three-year EPS growth (weighted at 50%) and a three-year Relative TSR goal (weighted at 50%). The number of shares that were possible to earn at the time of grant ranged from 0% to a maximum of 200% of the target number of PSUs. If the company’s three-year TSR is negative, the payout for the TSR portion of the award is capped at 100% regardless of the company’s Relative TSR performance versus the companies within a subset of the S&P 500 Industrials Index. Each PSU corresponds to one share of Carrier common stock. Unvested PSUs do not accrue dividend equivalents. Earned PSUs vest three years from the grant date, subject to the NEO’s continued service with the company, except in certain limited circumstances described in the footnotes to the Potential Payments on Termination or Change in Control Table. Vested PSUs are settled in unrestricted shares of Carrier common stock after the end of the performance period following the Committee’s review and approval of performance achievement levels. Threshold amounts are determined based on the assumption that only one of the PSU performance goals vests at threshold. See “Compensation Discussion and Analysis — Section III: 2025 CEO and NEO Compensation — 2025 Long-Term Incentives” for more information. 4Except as otherwise noted, SARs vest and become exercisable three years from the grant date, subject to the NEO’s continued service with the company, except in certain limited circumstances described in the footnotes to the Potential Payments on Termination or Change in Control Table. 5The SAR exercise price equals the closing price of Carrier common stock on the grant date. 6Grant date fair value of awards granted in 2025, 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. 7In connection with his hire, Mr. Gierges received an RSU award on April 1, 2025. This award vests one third per year for three years from the grant date, subject to continued service with the company, except in limited circumstances described in the footnotes to the Potential Payments on Termination or Change in Control Table. RSUs earn dividend equivalents during the vesting period that are reinvested as additional RSUs each time Carrier pays a dividend to shareowners. The reinvested RSUs vest on the same date as the underlying RSUs. 8In connection with his hire, Mr. Gierges received a SAR award on April 1, 2025. This award vests one third per year for three years from the grant date, subject to continued service with the company, except in limited circumstances described in the footnotes to the Potential Payments on Termination or Change in Control table. 2026 Proxy Statement
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.
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 | | | | | | | | | | | | | 06-Feb-2025 | — | 321,970 | 6 | 65.21 | 05-Feb-2035 | — | | — | 88,150 | | 4,657,846 | | 30-Jan-2024 | — | 307,800 | 7 | 56.33 | 29-Jan-2034 | — | | — | 119,380 | | 6,308,039 | | 30-Jan-2024 | — | 1,725,330 | 8 | 56.33 | 29-Jan-2034 | — | | — | 446,110 | 9 | 23,572,452 | | 01-Feb-2023 | — | 506,360 | 10 | 46.14 | 31-Jan-2033 | — | | — | 90,872 | | 4,801,676 | | 02-Feb-2022 | 421,475 | — | | 47.51 | 01-Feb-2032 | — | | — | — | | — | | 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 | — | — | | — | — | 104,042 | 11 | 5,497,579 | — | | — | | P. Goris | | | | | | | | | | | | | 06-Feb-2025 | — | 97,405 | 6 | 65.21 | 05-Feb-2035 | — | | — | 26,670 | | 1,409,243 | | 30-Jan-2024 | — | 77,295 | 7 | 56.33 | 29-Jan-2034 | — | | — | 29,980 | | 1,584,143 | | 30-Jan-2024 | — | 172,535 | 8 | 56.33 | 29-Jan-2034 | — | | — | 44,615 | 9 | 2,357,457 | | 01-Feb-2023 | — | 227,070 | 10 | 46.14 | 31-Jan-2033 | — | | — | 40,750 | | 2,153,230 | | 02-Feb-2022 | 136,650 | — | | 47.51 | 01-Feb-2032 | — | | — | — | | — | | 04-Feb-2021 | 139,925 | — | | 38.33 | 03-Feb-2031 | — | | — | — | | — | | 01-Dec-2020 | 182,900 | — | | 37.60 | 30-Nov-2030 | — | | — | — | | — | | M. Gierges | | | | | | | | | | | | | 01-Apr-2025 | — | 46,210 | 12 | 63.54 | 31-Mar-2035 | — | | — | 12,655 | | 668,690 | | 01-Apr-2025 | — | 57,475 | 13 | 63.54 | 31-Mar-2035 | 15,911 | 13 | 840,737 | — | | — | | G. Pandya | | | | | | | | | | | | | 06-Feb-2025 | — | 66,965 | 6 | 65.21 | 05-Feb-2035 | — | | — | 18,335 | | 968,821 | | 30-Jan-2024 | — | 74,880 | 7 | 56.33 | 29-Jan-2034 | — | | — | 19,365 | | 1,023,247 | | 01-Nov-2023 | — | — | | — | — | 62,015 | 14 | 3,276,873 | — | | — | | 01-May-2023 | — | — | | — | — | 50,430 | 14 | 2,664,721 | — | | — | | 01-Feb-2023 | — | 31,790 | 10 | 46.14 | 31-Jan-2033 | — | | — | 5,705 | | 301,452 | | 02-Feb-2022 | 23,695 | — | | 47.51 | 01-Feb-2032 | — | | — | — | | — | | 04-Feb-2021 | 23,425 | — | | 38.33 | 03-Feb-2031 | — | | — | — | | — | | 04-Feb-2020 | 24,053 | — | | 25.58 | 03-Feb-2030 | — | | — | — | | — | | E. Dryden | | | | | | | | | | | | | 06-Feb-2025 | — | 57,310 | 6 | 65.21 | 05-Feb-2035 | — | | — | 15,690 | | 829,060 | | 01-Jul-2024 | — | — | | — | — | 16,435 | 15 | 868,425 | — | | — | | 01-Jul-2024 | 26,206 | 52,414 | 16 | 61.90 | 30-Jun-2034 | 13,696 | 16 | 723,697 | — | | — |
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 $52.84, the NYSE closing price of Carrier common stock on the last trading day of 2025. 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 February 6, 2025, or April 1, 2025, scheduled to vest on February 6, 2028 or April 1, 2028, is January 1, 2025, through December 31, 2027, and the number of shares shown assumes target-level performance. The three-year performance period for awards granted on January Carrier Global Corporation 49 30, 2024, scheduled to vest on January 30, 2027 (except for awards detailed in footnote 9), 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, was January 1, 2023, through December 31, 2025. The number of shares shown reflects vesting at 71.1% based on actual performance at the end of the performance period. The service condition for this award was satisfied on February 1, 2026. 5Calculated by multiplying the number of unvested PSUs by $52.84, the NYSE closing price of Carrier common stock on the last trading day of 2025. 6SARs scheduled to vest on February 6, 2028, 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, 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. 8SARs 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. 9PSUs 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. 10SARs that vested on February 1, 2026. 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. 12SARs scheduled to vest on April 1, 2028, 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. 13SAR and RSU awards granted to Mr. Gierges in connection with his hire, which will vest one-third per year on the anniversary of the grant date, subject to continued service or earlier as described in the footnotes to the Potential Payments on Termination or Change in Control Table. 14Retention RSU awards granted to Mr. Pandya (before he was an 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. 15RSU award granted to Mr. Dryden in connection with his hire, which will vest on the fourth 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. 16SAR and RSU awards granted to Mr. Dryden in connection with his hire, which will vest one-third per year on the anniversary of the grant date, subject to continued service or earlier as described in the footnotes to the Potential Payments on Termination or Change in Control Table.
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table This table reflects exercises of Carrier SARs, or vesting of Carrier PSUs or RSUs, during fiscal year 2025.
Option Exercises and Stock Vested Table
| | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#)1 | VALUE REALIZED ON VESTING ($)2 | | D. Gitlin | — | — | 152,361 | 9,621,597 | | P. Goris | — | — | 49,395 | 3,119,294 | | M. Gierges | — | — | — | — | | G. Pandya | — | — | 27,823 | 1,829,559 | | E. Dryden | — | — | 6,791 | 504,571 |
Option Exercises and Stock Vested Table
1RSUs and PSUs that vested in 2025. 2Calculated by multiplying the number of vested RSUs and PSUs by the market price of Carrier common stock on the vesting date. 2026 Proxy Statement
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. Mr. Gitlin is the only NEO eligible for this legacy plan. Mr. Gitlin’s benefit under the PPP is composed of both FAE and cash balance benefits. Distribution Options Plan participants may elect the following distribution options:
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 |
Pension Benefits
1Uses a discount rate equal to the Barclay’s 10-Year (8-12) Municipal Bond Yields over five years (currently 2.726%). Note that this rate uses the November 30, 2025, yield in the average, which is consistent with ASC 715-30 year-end 2025 disclosure reporting. Actual lump sums paid in 2026 will be based on a PPP lump-sum rate of 2.726%, which uses the Barclay’s 10-Year (8-12) Municipal Bond Yields as of December 31, 2025. 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, 2025, Mr. Gitlin is eligible for early retirement under the FAE formula.
Pension Benefits
| NAME | PLAN NAME | NUMBER OF YEARS OF CREDITED SERVICE (#) | PRESENT VALUE OF ACCUMULATED BENEFIT ($)1 | PAYMENTS DURING LAST FISCAL YEAR ($) | | D. Gitlin2 | Pension Preservation Plan | 22 | 2,280,545 | — | | P. Goris3 | Pension Preservation Plan | — | — | — | | M. Gierges3 | Pension Preservation Plan | — | — | — | | G. Pandya3 | Pension Preservation Plan | — | — | — | | E. Dryden3 | Pension Preservation Plan | — | — | — |
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 2.726% for 2026 retirements and grading up to an ultimate long-term interest rate of 3.50% (for retirements in 2028 and later years). There are no additional service credits for accrual purposes under the PPP. This table does not include UTC’s Employee Retirement Plan, which remained with UTC/RTX and has no relation to Carrier service following the Separation. 2The estimated lump-sum value of the nonqualified portion of the retirement benefits accrued under the PPP is $2,746,012 for Mr. Gitlin, assuming retirement or termination on December 31, 2025, payable as of such date or attainment of age 55 (if later) assuming payment following December 31, 2025, on a lump-sum basis. 3Messrs. Goris, Gierges and Dryden were hired by Carrier after January 1, 2010, and, therefore, do not participate in the PPP. Mr. Pandya transitioned to be a U.S.- based employee after January 1, 2010, and, therefore, does not participate in the PPP. Carrier Global Corporation 51
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation Table Carrier offers NEOs the opportunity to participate in certain nonqualified deferred compensation plans that provide the NEOs with longer-term savings opportunities on a tax-efficient basis. The Savings Restoration Plan is an unfunded, nonqualified plan that permits NEOs to defer up to an additional 6% of their compensation once they have exceeded the IRC compensation limits applicable to Carrier’s qualified 401(k) plan. This plan also matches the deferral contributions using the same matching formula that would apply under the 401(k) plan were it not for IRC contribution limits. The Automatic Contribution Excess Plan is an unfunded, nonqualified plan providing the age-based company automatic and matching contributions NEOs would have received under Carrier’s qualified 401(k) plan were it not for IRC compensation and contribution limits. The Deferred Compensation Plan is an unfunded, nonqualified plan that permits NEOs to defer up to 50% of their base salary and up to 70% of their annual bonus.
Nonqualified Deferred Compensation Table
| NAME | PLAN1 | EXECUTIVE CONTRIBUTIONS IN LAST FY ($)2 | REGISTRANT CONTRIBUTIONS IN LAST FY ($)3 | AGGREGATE EARNINGS IN LAST FY ($)4 | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AS OF DECEMBER 31, 2025 ($)5 | | D. Gitlin | Savings Restoration Plan | 210,750 | 126,450 | 333,406 | — | 5,391,126 | | | Automatic Contribution Excess Plan | — | 294,850 | 437,269 | — | 2,545,661 | | P. Goris | Savings Restoration Plan | 86,044 | 51,626 | 122,240 | — | 847,785 | | | Automatic Contribution Excess Plan | — | 86,373 | 77,297 | — | 534,458 | | M. Gierges | Automatic Contribution Excess Plan | — | 8,114 | 29 | — | 8,143 | | G. Pandya | Deferred Compensation Plan | 44,250 | — | 3,978 | — | 48,228 | | | Automatic Contribution Excess Plan | — | 51,977 | 34,503 | — | 248,901 | | E. Dryden | Savings Restoration Plan | 46,763 | 28,058 | 8,736 | — | 83,557 | | | Automatic Contribution Excess Plan | — | 38,970 | 664 | — | 39,634 |
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 46. 3Amounts shown in this column are included in the All Other Compensation column of the Summary Compensation Table on page 46. 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: $3,426,309 (Mr. Gitlin), $719,117 (Mr. Goris) and $50,989 (Mr. Pandya). 2026 Proxy Statement
Potential Payments on Termination or Change in Control Table
Potential Payments on Termination or Change in Control Table The table below estimates the value of payments and benefits that each NEO would have been entitled to receive had employment terminated on December 31, 2025, under various hypothetical circumstances. Under Carrier’s programs, benefit eligibility and the value of benefits the NEO may receive vary depending on the reason for termination and whether the NEO is eligible for retirement at that time. The equity amounts reflect the applicable unvested portion that would become vested as a result of the identified termination event. Carrier does not provide automatic single-trigger accelerated vesting of equity compensation or excise tax gross-up payments to any NEOs in the event of a change in control of the company. Carrier offers NEOs the opportunity to participate in the nonqualified deferred compensation plans described above. Please see Pension Benefits on page 51 and Nonqualified Deferred Compensation Table on page 52 for information regarding the amount and form of benefits that will be paid out in the event of a termination.
Potential Payments on Termination or Change in Control Table
| TERMINATION REASON | D. GITLIN ($) | P. GORIS ($) | M. GIERGES ($) | G. PANDYA ($) | E. DRYDEN ($) | | Voluntary Termination (Retirement) | | | | | | | Cash Payment | — | — | — | — | — | | Equity1,2 | 3,392,612 | — | — | — | — | | Total due to Termination | 3,392,612 | — | — | — | — | | Involuntary Termination (not for cause) | | | | | | | Cash Payment3 | 127,421 | 2,250,000 | 1,680,000 | 1,800,000 | 1,632,000 | | Benefit Continuation and Other Programs4 | 87,818 | 69,463 | 83,728 | 72,715 | 66,855 | | Equity5 | 8,890,191 | 828,301 | — | 207,077 | — | | Total due to Termination | 9,105,430 | 3,147,764 | 1,763,728 | 2,079,792 | 1,698,855 | | Death or Disability6 | | | | | | | Cash Payment7 | 2,625,000 | 900,000 | 630,000 | 675,000 | 612,000 | | CEO Life Insurance8 | 7,000,000 | — | — | — | — | | Equity9,10 | 50,182,009 | 9,900,736 | 1,509,427 | 8,570,696 | 2,421,182 | | Total due to Termination | 59,807,009 | 10,800,736 | 2,139,427 | 9,245,696 | 3,033,182 | | Termination Following a Change in Control11 | | | | | | | Cash Payment12 | 15,000,000 | 4,500,000 | 3,290,000 | 3,525,000 | 3,196,000 | | Benefit Continuation and Other Programs13 | 87,818 | 69,463 | 83,728 | 72,715 | 66,585 | | Equity14 | 48,230,253 | 9,025,493 | 1,509,427 | 8,448,148 | 2,421,182 | | Total due to Termination | 63,318,071 | 13,594,956 | 4,883,155 | 12,045,863 | 5,683,767 |
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. Mr. Gitlin has 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 2025 ($52.84). 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 remain eligible to vest at the completion of the performance period to the extent performance targets are achieved. 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. Mr. Gitlin would receive a cash severance payment if the value of the one-time legacy RSU award described above is less than what the cash severance payment would be under the Senior Executive Severance Plan, reduced by the value of the one-time RSU award at termination. 4In the event of an involuntary termination (not for cause), the Senior Executive Severance Plan provides for the continuation of medical benefits and financial planning services for 12 months following the termination. The Senior Executive Severance Plan also provides for 12 months of outplacement services for each NEO. 5In the event of involuntary termination (not for cause), for NEOs who have attained qualifying retirement status, SAR awards granted under Carrier’s annual LTI Plan that are outstanding for more than one year will vest. PSUs granted under Carrier’s annual LTI Plan that are outstanding for more than one year will remain eligible to vest at the completion of the performance period to the extent performance targets are achieved. For NEOs who have not yet qualified for retirement, but have awards granted under Carrier’s annual LTI Plan that are outstanding for more than one year, a prorated portion of SARs will vest. A prorated portion of annual PSU awards will remain eligible to vest at the completion of the performance period to the extent performance goals are achieved. Special out-of-cycle, 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, 2025, Mr. Gitlin has 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 2025 ($52.84). 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 remain eligible to vest at the completion of the performance period to the extent performance targets are achieved. 6Mr. Gitlin is eligible for a grandfathered long-term disability benefit equal to 80% of his 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. Carrier Global Corporation 53 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 2025 ($52.84). 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, 2025. 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 incurred the disability. For the PSU portion of awards, values shown reflect target performance as of December 31, 2025. 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. Mr. Gierges began employment on March 28, 2025, and is eligible for a full-year annual bonus payout per his employment offer. 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
Potential Payments on Termination or Change in Control Table
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 2025 ($52.84). For SARs, that value is based on the difference between the closing price and the exercise price (as long as that value is positive) multiplied by the number of SARs. PSUs granted under the LTI Plan vest at the greater of target or actual performance. For PSUs, values shown generally reflect target performance as of December 31, 2025, except that the 2023 PSU values shown reflect actual payout for the performance period that ended December 31, 2025. 2026 Proxy Statement
Proposal 2: NEO Compensation
| Year (a) | SUMMARY COMPENSATION TABLE (SCT) TOTAL FOR CEO ($)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) | | | | 2025 | 14,962,913 | (27,792,296) | 4,652,477 | 754,006 | 149 | 173 | 1.484 | 2.59 | | 2024 | 65,734,245 | 112,171,337 | 5,517,288 | 9,534,871 | 191 | 150 | 5.604 | 2.90 | | 2023 | 17,695,200 | 42,696,403 | 5,310,858 | 8,750,047 | 159 | 131 | 1.349 | 2.73 | | 2022 | 13,222,247 | (20,060,104) | 3,819,391 | (6,280,707) | 112 | 113 | 3.534 | 2.34 | | 2021 | 14,892,815 | 61,128,628 | 4,734,191 | 17,061,157 | 145 | 121 | 1.664 | 2.27 |