Trane Technologies plc
For the period ended Dec 31, 2024. Filed Apr 24, 2025.
View on SEC.govAbout 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, 2024 · Filed Apr 24, 2025
Use the contents to explore the available documents and sections.
Contents
Proxy Voting Roadmap
This summary highlights information contained elsewhere in this Proxy Statement. For more complete information about these topics, please review Trane Technologies plc’s Annual Report on Form 10-K and the entire Proxy Statement.
| ITEM | Election of Directors•11 out of 12 Director nominees are independent.•The tenure and experience of our directors is varied, which brings varying perspectives to our Board functionality. | The Board of Directors recommends a vote FOR the directors nominated for election. |
|---|---|---|
| See page 10 for further information |
Director Nominees
| Director since · Trane Technologies Committees | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name/Occupation · Age · Independent · Other Current Public Boards · A · H · S · F · T · E | ||||||||||
| Kirk E. ArnoldAdvisor to General CatalystFormer Chief Executive Officer, Data Intensity | 65 | 2018 | YES | •Ingersoll Rand Inc.•Thomson Reuters | C | M | M | M | ||
| Ana P. AssisSenior Vice President, EMEA and Growth Markets of IBM in Europe, the Middle East, and Africa (EMEA) | 50 | 2023 | YES | M | M | M | ||||
| Ann C. Berzin Former Chairman and CEO of Financial Guaranty Insurance Company | 73 | 2001 | YES | M | M | |||||
| April Miller BoiseExecutive Vice President and Chief Legal Officer of Intel Corporation | 56 | 2020 | YES | M | C | M | ||||
| Mark R. GeorgePresident and Chief Executive Officer of Norfolk Southern Corporation | 58 | 2022 | YES | •Norfolk Southern Corporation | M | M | ||||
| John A. HayesFormer Chairman and President and CEO of Ball Corporation | 59 | 2023 | YES | M | M | |||||
| Linda P. HudsonFounder and Former Chairman and CEO of The Cardea Group and Former President and CEO of BAE Systems, Inc. | 74 | 2015 | YES | •Bank of America | M | M | C | |||
| Myles P. LeeFormer Director and CEO of CRH plc | 71 | 2015 | YES | M | C | M | ||||
| Matthew F. PinePresident and CEO of Xylem Inc. | 53 | 2025 | YES | •Xylem, Inc. | ||||||
| David S. RegneryChair and Chief Executive Officer | 62 | 2021 | NO | •L3Harris Technologies, Inc. | C | |||||
| Melissa N. SchaefferExecutive Vice President and Chief Financial Officer of Air Products and Chemicals, Inc. | 45 | 2022 | YES | M | M | |||||
| John P. SurmaFormer Chairman and CEO of United States Steel Corporation | 70 | 2013 | YES | •Marathon Petroleum Corporation•MPLX LP (a publicly traded subsidiary of Marathon Petroleum Corporation)•Public Service Enterprise Group | C | M | M | |||
| A | Audit Committee | H | Human Resources and Compensation Committee | S | Sustainability, Corporate Governance and Nominating Committee | C | Chair |
|---|---|---|---|---|---|---|---|
| F | Finance Committee | T | Technology and Innovation Committee | E | Executive Committee | M | Member |
| 2025 Proxy Statement | 3 |
|---|
Board Composition
One of the three pillars of our 2030 Sustainability Commitments is Opportunity for All. Creating opportunity for all helps us drive innovation, attract and retain talent to our growing company and industry, and meet the needs of our global customer base. Oversight of our talent strategy begins with our Board of Directors. Our Human Resources and Compensation Committee regularly reviews human capital management matters.
In selecting a nominee for the Board, the Sustainability, Corporate Governance and Nominating Committee considers the skills, expertise and background that would complement the existing Board and ensure that its members are of sufficiently diverse and independent backgrounds, recognizing that the Company’s businesses and operations are global in nature. The Board of Directors is nominating six women directors (Ms. Arnold, Ms. Assis, Ms. Berzin, Ms. Miller Boise, Ms. Hudson and Ms. Schaeffer), one Black director (Ms. Miller Boise) and two international directors (Ms. Assis and Mr. Lee) out of a total of 12 director nominees. The tenure and experience of our directors is varied, which brings different perspectives to our Board functionality. The profile of the director nominees as a group is illustrated below:
| GENDER | RACE AND ETHNICITY | NATIONALITY | BOARD SIZE ANDINDEPENDENCE |
|---|---|---|---|
| 11 out of 12 Director Nominees are Independent | |||
4
BOARD SKILLS AND EXPERIENCE
| Financial ExpertKnowledgeable of generally accepted accounting principles and experience in preparing, analyzing, and evaluating financial statements | |
| Finance/Capital AllocationExperience with financing, capital markets, and capital allocation strategy | |
| Global ExperienceExperience in businesses and cultures through living or working in, or oversight of, foreign jurisdictions | |
| Technology/EngineeringDeveloping new technologies or engineering innovations | |
| ServicesKnowledge and experience in service based industries | |
| Human Resources/CompensationExperience developing and implementing strategies to attract & retain talent | |
| IT/Cybersecurity/Data Management/DigitalUnderstanding modern IT/Cybersecurity landscape, and risks appurtenant to electronic data management | |
| Risk Management/MitigationIn-depth knowledge and experience with risk management and mitigation strategies | |
| ESG/SustainabilityExperience in developing and implementing Environmental, Social, and Governance (“ESG”) matters or other sustainability initiatives | |
| Chair/CEO/Business HeadSenior leadership experience on matters relating to corporate governance, management, operations, and strategy | |
| Industrial/ManufacturingKnowledge and experience in industrial or manufacturing sectors | |
| Academia/EducationExperience educating at a collegiate-level academic institution or leading/administrating an educational institution | |
| Government/Public PolicyInsight and Experience on matters relating to Government and Regulatory Affairs |
| 2025 Proxy Statement | 5 |
|---|
Director Nomination Process
The Sustainability, Corporate Governance and Nominating Committee identifies individuals qualified to become directors and recommends the candidates for all directorships.
| 1 | BOARD COMPOSITION ASSESSMENT |
| The Sustainability, Corporate Governance and Nominating Committee reviews the composition of the full Board to identify the qualifications and areas of expertise needed to further enhance the composition of the Board. | |
| 2 | BOARD RECOMMENDATION |
| The Sustainability, Corporate Governance and Nominating Committee makes recommendations to the Board concerning the appropriate size and needs of the Board to ensure that the Board has the requisite expertise and that its membership consists of individuals with sufficiently diverse and independent backgrounds. | |
| 3 | IDENTIFICATION OF CANDIDATES |
| The Sustainability, Corporate Governance and Nominating Committee, with the assistance of management, identifies candidates with the desired qualifications. The Board has used a third-party search firm for all searches conducted in the past eight years. In considering candidates, the Sustainability, Corporate Governance and Nominating Committee will consider all factors it deems appropriate, including breadth of experience, understanding of business and financial issues, ability to exercise sound judgment, leadership, and achievements and experience in matters affecting business and industry. The Sustainability, Corporate Governance and Nominating Committee considers the entirety of each candidate’s credentials and believes that at a minimum each nominee should satisfy the following criteria: highest character and integrity, experience and understanding of strategy and policy-setting, sufficient time to devote to Board matters, and no conflict of interest that would interfere with performance as a director.Shareholders may recommend candidates for consideration for Board membership by sending recommendations to the Sustainability, Corporate Governance and Nominating Committee, in care of the Secretary of the Company. Candidates recommended by shareholders are evaluated in the same manner as director candidates identified by any other means. |
Corporate Governance Highlights
The Company upholds the highest standards of corporate governance including:
Substantial majority of independent director nominees (11 of 12)
Annual election of directors
Majority vote for directors
Lead Independent Director
Board oversight of risk management
Succession planning at all management levels, including for Board Members and Chair and Chief Executive Officer
Annual Board and committee self-assessments
Executive sessions of non-management directors
Continuing director education
Meaningful executive and director stock ownership guidelines
Board oversight of enterprise-wide sustainability program and strategy
6
| ITEM | Advisory Approval of the Compensation of Our Named Executive Officers•Our Human Resources and Compensation Committee has adopted executive compensation programs with a strong link between pay and achievement of short and long-term Company goals.•Shareholders voted 87% in favor of the Company’s Advisory Approval of the Compensation of our Named Executive Officers (“NEOs”) at our 2024 Annual General Meeting. | The Board of Directors recommends a vote FOR this item. |
|---|---|---|
| See page 20 for further information |
Executive Compensation Highlights
The Human Resources and Compensation Committee (the “HRCC”) is guided by executive compensation principles that shape the executive compensation programs that the Committee adopts to execute on the Company’s strategies and goals.
Executive Compensation Principles
Our executive compensation programs are based on the following principles:
| (i) | business strategy alignment | (iii) | shareholder alignment | (v) | internal parity |
|---|---|---|---|---|---|
| (ii) | pay for performance | (iv) | mix of short and long-term incentives | (vi) | market competitiveness |
Executive Compensation Program Overview
The HRCC has adopted executive compensation programs with a strong link between pay and performance and the achievement of short-term and long-term Company goals. The primary components of the executive compensation programs are base salary, Annual Incentive Matrix (“AIM”) and long-term incentives (“LTI”). The HRCC places significant emphasis on variable compensation (AIM and LTI) so that a substantial percentage of the five Named Executive Officers’ (“NEOs”) target total direct compensation (“TDC”) is contingent on the successful achievement of the Company’s short-term and long-term performance goals.
Pay for Performance
A strong pay for performance culture is paramount to our success and encourages behavior that promotes long-term value creation for our shareholders. Accordingly, each executive’s TDC is strongly tied to Company, business and individual performance against set goals. Within our AIM Program, Company and business performance are measured against pre-established financial, operational and strategic objectives, and modified by achievement toward the Company’s sustainability goals, which are all approved by the HRCC. Individual performance is measured against pre-established individual goals, inclusive of a personal sustainability commitment, as well as demonstrated leadership competencies and behaviors consistent with our leadership principles. Additionally, a portion of the executive’s LTI award is earned based on Company cash flow return on invested capital (“CROIC”) and total shareholder return (“TSR”) relative to companies in the Standard & Poor’s (“S&P”) 500 Industrials Index. In 2024, greater than 91% of our Chair and Chief Executive Officer’s TDC was performance-based and 82% of our other NEOs’ average TDC was performance-based compensation.
| 2025 Proxy Statement | 7 |
|---|
2024 Executive Compensation
The table below shows the 2024 compensation for our Chief Executive Officer (“CEO”) and other NEOs, as required to be reported in the Summary Compensation Table pursuant to U.S. Securities and Exchange Commission (“SEC”) rules. Please see the notes accompanying the Summary Compensation Table on page 59 for further information.
Summary Compensation Table - 2024
| Name andPrincipal Position | Salary($) | Bonus($) | StockAwards($) | OptionAwards ($) | Non-EquityIncentive PlanCompensation($) | Change inPensionValue andNonqualifiedDeferredCompensationEarnings($) | All OtherCompensation($) | Total($) |
|---|---|---|---|---|---|---|---|---|
| D. S. RegneryChair and ChiefExecutive Officer | 1,456,250 | — | 11,066,231 | 3,200,068 | 4,867,500 | 6,923,052 | 700,686 | 28,213,787 |
| C. J. KuehnExecutive Vice Presidentand Chief Financial Officer | 899,185 | — | 3,025,879 | 875,068 | 1,800,000 | 523,725 | 206,262 | 7,330,119 |
| D. E. SimmonsGroup President, Americas | 699,185 | — | 1,512,939 | 437,534 | 1,190,000 | 842,860 | 155,563 | 4,838,081 |
| P. A. CamutiExecutive Vice Presidentand Chief Technologyand Sustainability Officer | 692,500 | — | 1,297,072 | 375,007 | 1,148,469 | 1,063,929 | 158,491 | 4,735,468 |
| E. M. TurtzSenior Vice Presidentand General Counsel | 630,000 | — | 1,210,767 | 350,073 | 851,218 | 373,962 | 120,066 | 3,536,086 |
See the “Compensation Discussion and Analysis” section for more information about our Committee’s executive compensation principles, the programs the Committee has adopted and the decisions the Committee made regarding 2024 compensation.
8
| ITEM | Approval of Appointment of Independent Auditors•The Audit Committee engages in an annual evaluation of the qualifications, performance and independence of PricewaterhouseCoopers LLP (“PwC”).•Both by virtue of its familiarity with the Company’s affairs and its professional competencies and resources, PwC is considered best qualified to perform this important function.•The Audit Committee and the Board believe that the continued retention of PwC to serve as our independent auditor is in the best interests of the Company and its investors. | The Board of Directors recommends a vote FOR this item. |
|---|---|---|
| See page 20 for further information |
| ITEM | Renewal of the Directors’ Existing Authority to Issue Shares•The Board of Directors’ authority to issue shares under Irish law is fundamental to our business.•Granting the Board this authority is a routine matter for public companies incorporated in Ireland. | The Board of Directors recommends a vote FOR this item. |
|---|---|---|
| See page 22 for further information |
| ITEM | Renewal of the Directors’ Existing Authority to Issue Shares for Cash without First Offering Shares to Existing Shareholders•The Board of Directors’ authority to issue shares for cash without first offering shares to existing shareholders is fundamental to our business.•Granting the Board this authority is a routine matter for public companies incorporated in Ireland.•As required under Irish law, this proposal requires the affirmative vote of at least 75% of the votes cast. | The Board of Directors recommends a vote FOR this item. |
|---|---|---|
| See page 23 for further information |
| ITEM | Determine the Price at which the Company Can Reallot Shares Held as Treasury Shares•From time to time the Company may acquire ordinary shares and hold them as treasury shares.•The Company may reallot such treasury shares and, under Irish law, our shareholders must authorize the price range at which we may reallot shares held in treasury.•As required under Irish law, this proposal requires the affirmative vote of at least 75% of the votes cast. | The Board of Directors recommends a vote FOR this item. |
|---|---|---|
| See page 24 for further information |
| 2025 Proxy Statement | 9 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.