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Trane Technologies plc

For the period ended Dec 31, 2023. Filed Apr 25, 2024.

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About this filing

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

Use the contents to explore the available documents and sections.

TT$401.76+2.4%Stored close · as of Nov 6, 2026
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Contents

Pay Versus Performance

In accordance with the requirements prescribed in Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) and our financial performance for the prior four fiscal years.

For this purpose, CAP is determined in accordance with SEC rules by adjusting the amounts reported in the Summary Compensation Table by (a) subtracting the change in pension value, if any, for the year; (b) adding the pension service cost for the year; (c) subtracting the grant date fair value of equity awards granted during the year; (d) adding the year-end fair value of unvested equity awards granted during the year; (e) for awards granted in prior years that vested during the year, adding the difference between the vesting date fair value and the fair value at the immediately preceding year-end; and (f) for awards granted in prior years that remain outstanding or unvested at the end of the year, adding the difference between the year-end fair value and the fair value at the immediately preceding year-end. These adjustments are shown below. The table below provides CAP for our principal executive officer (“PEO”) (our CEO) and an average CAP for our non-PEO named executive officers (“NEOs”), as well as other financial information as required. Please see the Compensation Discussion & Analysis above for information regarding the decisions made by the HRCC with respect to the compensation paid to our CEO and NEOs.

Value of Initial Fixed $100 Investment Based On:
Year · Summary Compensation Table Total for First PEO($)(a) · Compensation Actually Paid to First PEO($)(b) · Summary Compensation Table Total for Second PEO($)(a) · Compensation Actually Paid to Second PEO($)(b) · Average Summary Compensation Table Total for non-PEO NEOs($)(a) · Average Compensation Actually Paid to non-PEO NEOs($)(a)(b) · Total Shareholder Return($)(c) · Peer Group Total Shareholder Return($)(c) · Net Income ($M) (d) · Revenue($M) (e)
2023N/AN/A22,856,34439,508,9073,959,1657,902,9652521502,023.917,677.6
2022N/AN/A12,770,1959,019,1823,164,2791,947,4641711271,756.515,991.7
202118,253,26046,032,83012,888,51820,449,0013,813,0938,590,7302021341,423.414,136.4
202028,107,48655,194,418N/AN/A4,854,2129,065,250144111854.912,454.7

(a)The First PEO represents our former CEO Mr. Lamach who became Executive Chair effective July 1, 2021 and retired December 31, 2021; the Second PEO represents Mr. Regnery who became CEO effective July 1, 2021. The non-PEO NEOs represent the following individuals: 2020: Mr. Kuehn, Ms. Carter, Mr. Regnery, Ms. Avedon, and Mr. Camuti; 2021: Mr. Kuehn, Ms. Avedon, Mr. Camuti and Mr. Turtz; 2022 and 2023: Mr. Kuehn, Mr. Camuti, Mr. Turtz and Mr. Pittard. The amounts shown for each PEO are the amounts reported in the “Total” column of the Summary Compensation Table for the applicable year. The amounts shown for the non-PEO NEOs are the average of amounts reported in the “Total” column of the Summary Compensation Table for the applicable year for NEOs other than the PEO.

(b)The following table provides the calculation required to determine CAP in accordance with SEC rules. The CAP amounts reflected do not reflect the actual amount of compensation earned by or paid to our NEOs. The fair values reflected in the Equity Compensation section are calculated in a manner consistent with the methodology used to account for share-based payments in our financial statements, as described in Note 14 to the 2023 Form 10-K. To determine equity award fair values for purposes of calculating CAP in accordance with SEC rules, adjustments were made based on the stock price, updated Black-Scholes stock option assumptions, and estimated Performance Share Unit payouts as of the year-end and vesting measurement dates.

Pension Compensation · Equity Compensation
Fiscal Year (FY) · Summary Compensation Table (SCT) Total($) · LESS SCT Aggregate Change in the Actuarial Present Value of All Defined Benefit and Actuarial Pension Plans($)(1) · PLUS Service Cost and Prior Service Cost ($) · LESS SCT Grant Date Fair Value of Equity Awards Granted in FY ($)(2) · PLUS Fair Value of Outstanding Equity Awards Granted in FY ($) · PLUS Change in Fair Value of Equity Awards from Prior Years That Vested in FY ($) · PLUS Change in Fair Value of Outstanding Equity Awards from Prior Years ($) · Compensation Actually Paid (CAP) Total($)
First PEOM. W. Lamach202118,253,260920,8152,165,01211,417,70312,915,5191,898,86323,138,69446,032,830
202028,107,48611,591,6661,584,23911,762,88119,402,7714,924,06624,530,40355,194,418
Second PEOD. S. Regnery202322,856,3444,487,670—12,362,26319,977,180830,63312,694,68339,508,907
202212,770,195—4798,082,0948,790,912(3,480,220)(980,090)9,019,182
202112,888,5182,695,0103,4546,673,9719,239,470634,6387,051,90220,449,001
Average non-PEO NEOs20233,959,165427,215203,3421,781,4232,880,864327,3562,740,8767,902,965
20223,164,279—287,3861,558,1441,695,006(1,305,293)(335,770)1,947,464
20213,813,093309,031457,0551,822,7433,002,913181,2503,268,1938,590,730
20204,854,2121,634,400248,3161,783,5742,941,593711,3613,727,7429,065,250

(1)As reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” of the Summary Compensation Table for each applicable year.

(2)As reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for each applicable year.

(c)Reflects the cumulative Total Shareholder Return for Trane Technologies and the Standard & Poor’s 500 Industrials Index, which is the peer group used in the Performance Graph required under Item 201(e) of Regulation S-K shown in Item 5 of our 2023 Form 10-K. Assumes an initial investment of $100 on December 31, 2019 (adjusted for our Reverse Morris Trust transaction that closed on February 29, 2020) and reinvestment of dividends.

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(d)As reflected in the Company’s Consolidated Statement of Earnings included in the Form 10-K for each fiscal year.

(e)The Company Selected Measure (“CSM”) is Net Revenues for Products and Services (“Revenue”) as reported in the Company’s Consolidated Statement of Earnings included in the Company’s Annual Report on Form 10-K for each fiscal year. The revenue performance targets and results related to executive compensation within our AIM program are not the same as the Revenue listed for the CSM. Revenue results related to AIM are further adjusted for the impact of acquisitions and/or divestitures, foreign exchange, changes in accounting principles, extraordinary items, and unusual or non-recurring gains or losses, including significant differences from the assumptions contained in the financial plan upon which the incentive targets were established. All adjustments are reviewed and approved by the HRCC.

Relationships between Pay and Various Metrics

In accordance with regulatory requirements, the graphs below reflect the relationships of PEO and Average Non-PEO NEO CAP over the prior four fiscal years to (i) Company TSR and Peer Group TSR, (ii) Net Income, and (iii) Revenue, our Company Selected Measure.

CAP VS TT AND PEER GROUP TSR

CAP VS NET INCOME

CAP VS REVENUE

2024 Proxy Statement67

Performance Measures

We used the following unranked performance measures to link executive compensation actually paid to Company performance for the most recently completed fiscal year.

Financial Measures

Revenue

Adjusted EBITDA

Free Cash Flow

Relative 3-Year Total Shareholder Return Percentile Ranking

Relative Cash Flow Return on Invested Capital Percentile Ranking

Additional information about the performance measures used to calculate PEO and NEO compensation can be found in the discussions of our short-term and long-term incentive programs in the “Compensation Discussion and Analysis” under the headings “Annual Incentive Matrix (‘AIM’) Program” and “Long-Term Incentive Program (‘LTI’)”. We believe the Company’s executive compensation program appropriately rewards our PEO and the other NEOs for Company and individual performance, assists the Company in retaining our senior leadership team and supports long-term value creation for our shareholders. These values demonstrate alignment of interests of our PEO and the other NEOs and our stockholders.

ContentsView on SEC.gov

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