Trane Technologies plc
For the period ended Dec 31, 2024. Filed Apr 24, 2025.
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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, 2024 · Filed Apr 24, 2025
Use the contents to explore the available documents and sections.
TT$401.76+2.4%Stored close · as of Nov 6, 2026
Contents
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
Notice of 2025 Annual General Meeting of Shareholders
| Voting Items | |||
|---|---|---|---|
| Date and TimeJune 5, 2025 (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 10, 2025 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 10 |
| 2. | To give advisory approval of the compensation of the Company’s Named Executive Officers | FOR | Page 20 |
| 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 20 |
| 4. | To renew the existing authority of the directors of the Company to issue shares | FOR | Page 22 |
| 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 23 |
| 6. | To determine the price range at which the Company can reallot shares that it holds as treasury shares (Special Resolution) | FOR | Page 24 |
| 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 5, 2025.The Annual Report and Proxy Statement are available at www.proxyvote.com.The Notice of Internet Availability of Proxy Materials or this Notice of 2025 Annual General Meeting of Shareholders, the Proxy Statement and the Annual Report are first being mailed to shareholders on or about April 24, 2025.2026 Annual MeetingDeadline for shareholder proposals for inclusion in the Proxy Statement:December 25, 2025Deadline for business proposals and nominations for director: March 7, 2026 | |||
| 2025 Proxy Statement | 1 |
|---|
Table of Contents
| Notice of 2025 Annual General Meeting of Shareholders | 1 |
|---|---|
| Proxy Voting Roadmap | 3 |
| Proposals Requiring Your Vote | 10 |
| Item 1. Election of Directors | 10 |
| Item 2. Advisory Approval of the Compensation of Our Named Executive Officers | 20 |
| Item 3. Approval of Appointment of Independent Auditors | 20 |
| Item 4. Renewal of the Directors’ Existing Authority to Issue Shares | 22 |
| Item 5. Renewal of the Directors’ Existing Authority toIssue Shares for Cash Without First Offering Shares to Existing Shareholders | 23 |
| Item 6. Determine the Price at which the Company Can Reallot Shares Held as Treasury Shares | 24 |
| Corporate Governance | 25 |
| Corporate Governance Guidelines | 25 |
| Role of the Board of Directors | 25 |
| Board Responsibilities | 25 |
| Board Leadership Structure | 25 |
| Board Risk Oversight | 27 |
| Director Compensation and Share Ownership | 29 |
| Board Committees | 29 |
| Board Composition | 29 |
| Board Advisors | 29 |
| Executive Sessions | 29 |
| Board and Board Committee Performance Evaluation | 29 |
| Director Orientation and Education | 30 |
| Director Retirement | 30 |
| Director Independence | 30 |
| Communications with Directors | 30 |
| Management Succession Planning | 30 |
| Code of Conduct | 31 |
| Anti-Hedging Policy and Other Restrictions | 31 |
| Investor Outreach | 31 |
| Sustainability | 31 |
| Committees of the Board and Attendance | 32 |
| Human Resources and Compensation Committee Interlocks and Insider Participation | 36 |
| Compensation of Directors | 37 |
|---|---|
| Director Compensation | 37 |
| Share Ownership Requirement | 38 |
| 2024 Director Compensation | 38 |
| Compensation Discussion and Analysis | 40 |
| I. Executive Summary | 40 |
| II. Compensation Philosophy and Design Principles | 44 |
| III. Analysis to Support the Determination of Target Total Direct Compensation | 45 |
| IV. Role of the Human Resources and Compensation Committee, Independent Advisor and Committee Actions | 46 |
| V. Compensation Program Descriptions and Compensation Decisions | 47 |
| VI. Other Compensation and Tax Matters | 54 |
| Human Resources and Compensation Committee Report | 58 |
| Executive Compensation | 59 |
| Summary Compensation Table | 59 |
| 2024 Grants of Plan-Based Awards | 61 |
| Outstanding Equity Awards at December 31, 2024 | 63 |
| 2024 Option Exercises and Stock Vested | 64 |
| 2024 Pension Benefits | 64 |
| 2024 Nonqualified Deferred Compensation | 66 |
| Post-Employment Benefits | 67 |
| 2024 Post-Employment Benefits Table | 70 |
| CEO Pay Ratio | 71 |
| Pay Versus Performance | 72 |
| Equity Compensation Plan Information | 75 |
| Information Concerning Voting and Solicitation | 76 |
| Security Ownership of Certain Beneficial Owners and Management | 79 |
| Certain Relationships and Related Person Transactions | 81 |
| Shareholder Proposals and Nominations | 82 |
| Householding | 83 |
| Appendix A | 84 |
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