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Trane Technologies plc

For the period ended Jun 4, 2026. Filed Apr 23, 2026.

View on SEC.gov

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.

Jun 4, 2026 · Filed Apr 23, 2026

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

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.

ITEMElection of Directors•10 out of 11 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 · T · E
Kirk E. ArnoldAdvisor to two General Catalyst portfolio companiesFormer Chief Executive Officer, Data Intensity662018YES•Thomson ReutersMMC
Ana P. AssisSenior Vice President and Chair, IBM Europe, Middle East, Africa and Asia Pacific512023YESM
Ann C. Berzin Former Chairman and CEO of Financial Guaranty Insurance Company742001YESM
April Miller BoiseExecutive Vice President and Chief Legal Officer of Intel Corporation1572020YESMCM
Mark R. GeorgePresident and Chief Executive Officer of Norfolk Southern Corporation592022YES•Norfolk Southern CorporationM
John A. HayesFormer Chairman, President and CEO of Ball Corporation602023YESCMM
Myles P. LeeFormer Director and CEO of CRH plc722015YESCM
Matthew F. PinePresident and CEO of Xylem Inc.542025YES•Xylem, Inc.MMM
David S. RegneryChair and Chief Executive Officer632021NO•L3Harris Technologies, Inc.C
Melissa N. SchaefferExecutive Vice President and Chief Financial Officer of Air Products and Chemicals, Inc.462022YESM
John P. SurmaFormer Chairman and CEO of United States Steel Corporation712013YES•Marathon Petroleum Corporation•MPLX LP (a publicly traded subsidiary of Marathon Petroleum Corporation)•Public Service Enterprise GroupM

1 On April 3, 2026, Intel announced that Ms. Miller Boise will leave Intel effective June 1, 2026.

AAudit CommitteeTTechnology and Innovation CommitteeEExecutive CommitteeCChair
HHuman Resources and Compensation CommitteeSSustainability, Corporate Governance and Nominating CommitteeMMember
2026 Proxy Statement3

Board Composition

The Company’s Board of Directors serves an important role for our Company as it provides oversight and guidance to management. The Board is responsible for governance of Company activities and evaluation of management’s performance, as further described below. Each member of our Board brings valuable and varied expertise and insight that enhances the Board’s ability to fulfil its responsibilities. In selecting our director nominees, the Sustainability, Corporate Governance and Nominating Committee has considered the skills, expertise and background that each brings with an aim to promoting effective Board activity that aligns with our Company’s profile.

Board Skills and Experience

The following table shows our directors’ core skills and experience that the Sustainability, Corporate Governance and Nominating Committee and the Board evaluate when determining whether to nominate the individual for election. However, a particular nominee may possess other valuable skills, knowledge or experience even though they are not indicated below:

Financial Expert Knowledgeable of generally accepted accounting principles and experience in preparing, analyzing, and evaluating financial statements
Finance/Capital Allocation Experience with financing, capital markets, and capital allocation strategy
Global Experience Experience in businesses and cultures through living or working in, or oversight of, foreign jurisdictions
Technology/Engineering Developing new technologies or engineering innovations
Services Knowledge 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
Sustainability/Climate ChangeExperience in developing and implementing initiatives related to sustainability or climate change
Chair/CEO/Business HeadSenior leadership experience on mattersrelating 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

4

Board Refreshment

Our Board composition reflects a diversity of experience and tenure. Our Corporate Governance Guidelines require each non-employee director to retire at the annual general meeting immediately following his or her 75th birthday, unless the policy is waived by the Board. No such waivers have been granted to any of our directors.

Our company does not have term limits for directors, which enables the Board to retain key experience and experience while also including fresh points of view in the governance of the Company. The following chart summarizes the Board tenure of our director nominees:

1 As of the Record Date April 9, 2026

Board Demographics

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. To that end, the Board of Directors is nominating five women directors (Ms. Arnold, Ms. Assis, Ms. Berzin, Ms. Miller Boise, and Ms. Schaeffer), one Black director (Ms. Miller Boise) and two international directors (Ms. Assis and Mr. Lee) out of a total of 11 director nominees. The tenure and experience of our directors is varied, which brings different perspectives to our Board. The profile of the director nominees as a group is illustrated below:

GENDERRACE AND ETHNICITYNATIONALITYBOARD SIZE ANDINDEPENDENCE
10 out of 11 Director Nominees are Independent
2026 Proxy Statement5

Director Nomination Process

The Sustainability, Corporate Governance and Nominating Committee identifies individuals qualified to become directors and recommends the candidates for all directorships.

1BOARD 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.
2BOARD 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.
3IDENTIFICATION 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 nine 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 (10 of 11)

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

ITEMAdvisory 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 90% in favor of the Company’s Advisory Approval of the Compensation of our Named Executive Officers (“NEOs”) at our 2025 Annual General Meeting.The Board of Directors recommends a vote FOR this item.
See page 18 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 HRCC 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 2025, greater than 91% of our Chair and Chief Executive Officer’s TDC was performance-based and 81% of our other NEOs’ average TDC was performance-based compensation.

2026 Proxy Statement7

2025 Executive Compensation

The table below shows the 2025 compensation for our Chief Executive Officer (“CEO”) and other NEOs. Please see the notes accompanying the Summary Compensation Table on page 56 for further information.

Compensation Summary - 2025

Name andPrincipal PositionSalary($)Bonus($)StockAwards($)OptionAwards ($)Non-EquityIncentive PlanCompensation($)Change inPensionValue andNonqualifiedDeferredCompensationEarnings($)All OtherCompensation($)Total($)
D. S. RegneryChair and ChiefExecutive Officer1,512,500—8,900,3975,700,0102,831,1737,504,885813,19227,262,157
C. J. KuehnExecutive Vice Presidentand Chief Financial Officer975,000—3,896,4161,257,5141,092,063825,287239,3408,285,620
D. E. SimmonsGroup President, Americas737,500—2,095,610676,331729,9901,344,471177,6405,761,542
G. Guo Senior Vice President and Chief Global Integrated Supply Chain Officer81,250—3,791,425———21,7703,894,445
M. J. Atalla Senior Vice President and Chief Technology and Sustainability Officer642,935400,0001,611,356638,958502,258—77,3843,872,891

See the “Compensation Discussion and Analysis” section for more information about our HRCC’s executive compensation principles, the programs the HRCC has adopted and the decisions the HRCC made regarding 2025 compensation.

ITEMApproval of Appointment ofIndependent Auditors and Authorization to Set Auditor Remuneration•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 18 for further information

8

ITEMRenewal 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 20 for further information
ITEMRenewal 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 21 for further information
ITEMDetermine 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 22 for further information
2026 Proxy Statement9
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