Trane Technologies plc
For the period ended Dec 31, 2023. Filed Apr 25, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Apr 25, 2024
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Cover page
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
|---|
| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Trane Technologies plc
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice and
Proxy Statement
A Letter from Our Board of Directors
Dear Fellow Shareholders:
As the Board of Directors, we are pleased to share that Trane Technologies achieved another year of very strong financial performance while advancing our bold sustainability commitments.
Through leading innovation, strong customer focus and a talented team, Trane Technologies delivered organic revenue growth* of 9%, adjusted earnings per share growth* of 23% and powerful free cash flow. This builds on a strong track record of consistent performance over time, with 2023 marking the third year of adjusted earnings per share growth of 20% or more.
Trane Technologies remains committed to addressing some of the world’s most pressing challenges while creating long-term value for shareholders, customers, employees and communities. The company’s strategy is aligned to powerful megatrends: energy efficiency, decarbonization and digital transformation. These trends continue to intensify, increasing demand for our innovative and sustainable products, services, and digital solutions. We are relentlessly investing for growth, and in 2023 launched approximately 100 new products and broadened our global portfolio through several acquisitions.
The company’s efforts in 2023 resulted in meaningful progress toward our 2030 Sustainability Commitments:
Gigaton Challenge: We continue to innovate with the goal to reduce our customers’ carbon emissions (CO 2 e) from the use of our products and services by one billion metric tons (one gigaton) by 2030. In addition, we’re reducing the carbon that is embodied in the products we provide. In less than a year, we’ve shipped more than one million HVAC systems built with low-carbon steel.
Leading by Example: Across our global footprint, we continue to reduce operational emissions by leveraging our own technology and increasing onsite renewable energy. We are on track to achieve carbon neutral operations by 2030 and have pledged to reach net-zero greenhouse gas emissions across our value chain by 2050.
Opportunity for All: Trane Technologies remains focused on creating opportunity for all, guided by an uplifting, inclusive and engaging culture. This past year, we achieved gender parity among our Board membership and have continued to increase diversity in management and within our global workforce.
As a Board of Directors, we are committed to ensuring the company’s purpose and strategy support the transition to a more sustainable and resilient future and achieve differentiated, long-term financial results for shareholders.
We are proud of Trane Technologies’ strong financial performance and global leadership in sustainability. We encourage you to review our 2023 Annual Report and Proxy for a comprehensive overview of our performance throughout the year.
Sincerely,
The Board of Directors of Trane Technologies plc
(Left to Right) Melissa N. Schaeffer, John P. Surma, Ann C. Berzin, Mark R. George, Gary D. Forsee, Ana P. Assis,
David S. Regnery (Chair), Myles P. Lee, Kirk E. Arnold, April Miller Boise, Linda P. Hudson, and John A. Hayes
- These are non-GAAP financial measures. Reconciliation of non-GAAP financial measures can be found in Appendix A to the Proxy Statement.
| 2024 Proxy Statement | 1 |
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Notice of 2024 Annual General Meeting of Shareholders
| Voting Items | |||
|---|---|---|---|
| Date and TimeJune 6, 2024 (Thursday)2:30 p.m. local timeLocationAdare Manor HotelAdare, County Limerick, IrelandSee “Information Concerning Voting and Solicitation” of the Proxy Statement for further information on participating in the Annual General Meeting.Who Can VoteOnly shareholders of record as of the close of business on April 11, 2024 are entitled to receive notice of and to vote at the Annual General Meeting. | |||
| Proposals To Be Voted | Board Vote Recommendation | For Further Details | |
| 1. | To elect 12 directors for a period of one year | FOR each directornominee | Page 11 |
| 2. | To give advisory approval of the compensation of the Company’s Named Executive Officers | FOR | Page 18 |
| 3. | To approve the appointment of PricewaterhouseCoopers LLP as independent auditors of the Company and authorize the Audit Committee of the Board of Directors to set the auditors’ remuneration | FOR | Page 18 |
| 4. | To renew the existing authority of the directors of the Company to issue shares | FOR | Page 20 |
| 5. | To renew the existing authority of the directors of the Company to issue shares for cash without first offering shares to existing shareholders (Special Resolution) | FOR | Page 21 |
| 6. | To determine the price range at which the Company can reallot shares that it holds as treasury shares (Special Resolution) | FOR | Page 22 |
| Shareholders will also conduct such other business properly brought before the meeting.By Order of the Board of Directors,EVAN M. TURTZSENIOR VICE PRESIDENT AND GENERAL COUNSEL | |||
| How to VoteWhether or not you plan to attend the meeting, please provide your proxy by either using the Internet or telephone as further explained in the accompanying Proxy Statement or filling in, signing, dating, and promptly mailing a proxy card.By TelephoneIn the U.S. or Canada, you can vote your shares by submitting your proxy toll-free by calling 1-800-690-6903.By InternetYou can vote your shares online at www.proxyvote.com.By MailYou can vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the postage-paid envelope. | |||
| Attending the MeetingIf you are a shareholder who is entitled to attend and vote, then you are entitled to appoint a proxy or proxies to attend and vote on your behalf. A proxy is not required to be a shareholder of the Company. If you wish to appoint as proxy any person other than the individuals specified on the proxy card, please contact the Company Secretary at our registered office.Important Notice regarding the availability of proxy materials for the Annual General Meeting of Shareholders to be held on June 6, 2024.The Annual Report and Proxy Statement are available at www.proxyvote.com.The Notice of Internet Availability of Proxy Materials or this Notice of 2024 Annual General Meeting of Shareholders, the Proxy Statement and the Annual Report are first being mailed to shareholders on or about April 25, 2024.2025 Annual MeetingDeadline for shareholder proposals for inclusion in the Proxy Statement:December 26, 2024Deadline for business proposals and nominations for director: March 8, 2025 | |||
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Table of Contents
| A Letter from Our Board of Directors | 1 |
|---|---|
| Notice of 2024 Annual General Meeting of Shareholders | 2 |
| Proxy Voting Roadmap | 4 |
| Proposals Requiring Your Vote | 11 |
| Item 1. Election of Directors | 11 |
| Item 2. Advisory Approval of the Compensation of Our Named Executive Officers | 18 |
| Item 3. Approval of Appointment of Independent Auditors | 18 |
| Item 4. Renewal of the Directors’ Existing Authority to Issue Shares | 20 |
| Item 5. Renewal of the Directors’ Existing Authority toIssue Shares for Cash Without First Offering Shares to Existing Shareholders | 21 |
| Item 6. Determine the Price at which the Company Can Reallot Shares Held as Treasury Shares | 22 |
| Corporate Governance | 23 |
| Corporate Governance Guidelines | 23 |
| Role of the Board of Directors | 23 |
| Board Responsibilities | 23 |
| Board Leadership Structure | 23 |
| Board Risk Oversight | 25 |
| Director Compensation and Share Ownership | 27 |
| Board Committees | 27 |
| Board Diversity | 27 |
| Board Advisors | 27 |
| Executive Sessions | 27 |
| Board and Board Committee Performance Evaluation | 27 |
| Director Orientation and Education | 28 |
| Director Retirement | 28 |
| Director Independence | 28 |
| Communications with Directors | 28 |
| Management Succession Planning | 28 |
| Code of Conduct | 29 |
| Anti-Hedging Policy and Other Restrictions | 29 |
| Investor Outreach | 29 |
| Sustainability | 29 |
| Committees of the Board and Attendance | 30 |
| Human Resources and Compensation Committee Interlocks and Insider Participation | 34 |
| Compensation of Directors | 35 |
|---|---|
| Director Compensation | 35 |
| Share Ownership Requirement | 36 |
| 2023 Director Compensation | 36 |
| Compensation Discussion and Analysis | 38 |
| I. Executive Summary | 38 |
| II. Compensation Philosophy and Design Principles | 42 |
| III. Analysis to Support the Determination of Target Total Direct Compensation | 43 |
| IV. Role of the Human Resources and Compensation Committee (“HRCC”), Independent Advisor and Committee Actions | 44 |
| V. Compensation Program Descriptions and Compensation Decisions | 45 |
| VI. Other Compensation and Tax Matters | 50 |
| Human Resources and Compensation Committee Report | 53 |
| Executive Compensation | 54 |
| Summary Compensation Table | 54 |
| 2023 Grants of Plan-Based Awards | 56 |
| Outstanding Equity Awards at December 31, 2023 | 57 |
| 2023 Option Exercises and Stock Vested | 58 |
| 2023 Pension Benefits | 58 |
| 2023 Nonqualified Deferred Compensation | 60 |
| Post-Employment Benefits | 61 |
| 2023 Post-Employment Benefits Table | 64 |
| CEO Pay Ratio | 65 |
| Pay Versus Performance | 66 |
| Equity Compensation Plan Information | 68 |
| Information Concerning Voting and Solicitation | 69 |
| Security Ownership of Certain Beneficial Owners and Management | 72 |
| Certain Relationships and Related Person Transactions | 74 |
| Shareholder Proposals and Nominations | 75 |
| Householding | 76 |
| Appendix A | 77 |
| 2024 Proxy Statement | 3 |
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