CARRIER GLOBAL Corp DEF 14A, filed Mar 5, 2024

CARRIER GLOBAL Corp (CARR)

DEF 14A 2024-03-05 For: 2024-04-18

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Added on June 12, 2026

About this DEF 14A

CARRIER GLOBAL Corp filed this DEF 14A on March 5, 2024.

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☐			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 Pursuant to Rule 14a-12


☑			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



						VISION Our aspiration; why we come to work every day. Creating solutions that matter for people and our planet.

						VALUES Our absolutes; always do the right thing. Respect Integrity Inclusion Innovation Excellence

						CULTURE Our behaviors; how we work and win together, while never compromising our values.

						Passion for Customers We win when our customers win.			Achieve Results We perform, with integrity.

						Play to Win We strive to be #1 in everything we do.			Dare to Disrupt We innovate and pursue sustainable solutions.

						Choose Speed We focus and move with a bias for action.			Build Best Teams We develop diverse teams, and empower to move faster.


Message from Our Lead Independent Director			i


Table of Contents			ii


Notice of 2024 Annual Meeting of Shareowners			1


Proxy Summary			2


Voting Matters			2

Director Nominees and Governance			2

Board and Governance Highlights			3

Executive Compensation and Performance			4

202 3 Performance and Business Highlights			5

Independent Auditor			5


Our Company			6


About Carrier			6

Our Business Segments			6

Secular Trends Driving Growth			6

Portfolio Transformation			7

Advancing Solutions for Customers			7

Sustainability			8

Inclusion & Diversity			10

Carrier Employee Scholar Program			10

Corporate Social Responsibility			10


PROPOSAL 1: Election of Directors			11


Criteria for Board Membership			11

The Board’s Self-Evaluation Process			14

Board Refreshment and Nomination Process			14

Nominees for the 2024 Annual Meeting			15

Corporate Governance			21

Compensation of Directors			28


Share Ownership			30


PROPOSAL 2: Advisory Vote to Approve Named Executive Officer Compensation			32


Compensation Discussion and Analysis			33

Report of the Compensation Committee			48

Compensation Tables			49

CEO Pay Ratio			56

Pay Versus Perf ormance Disclosure			58


Audit Matters			62


Report of the Audit Committee			62


PROPOSAL 3: Ratify Ap point ment of Independent Auditor for 2024			63


PROPOSAL 4: S hareowner Proposal – T ranspare ncy in L obbyin g			65


Frequently Asked Questions About the Annual Meeting			68


Other Important Information			74


APPENDIX A: Reconciliation of GAAP Measures to Corresponding Non-GAAP Measures			76


						Dear Fellow Shareowners, In 2023, Carrier took bold action to simplify its portfolio and accelerate its journey to becoming a pure-play global leader in intelligent climate and energy solutions. With the acquisition of Viessmann Climate Solutions and the planned exit of Carrier’s Fire & Security segment and commercial refrigeration business, Carrier is becoming a more focused company, well-positioned to deliver higher growth and superior value to its shareowners. The Carrier Board shares the management team’s vision of “performing while transforming” and is pleased to welcome Maximilian (Max) Viessmann as our newest director following the successful acquisition of Viessmann Climate Solutions. Max’s groundbreaking vision in digital transformation and deep knowledge of the climate and energy industries will be invaluable as Carrier continues to propel its growth strategy. 2023 was also a transition year for our Board. I began my tenure as Lead Independent Director, succeeding Dr. J.P. Garnier who, fortunately, has agreed to extend his service on the Board until 2025. His extensive global experience and deep understanding of our industry has been and will continue to be invaluable to us during this transformative period. Michael Todman and Virginia Wilson also ably stepped into new roles in 2023 as chairs of our Compensation and Governance committees. I am proud to serve on a board that is so well-positioned to guide Carrier’s management team in its mission to deliver outsized and sustainable value to shareowners. Our Board remains committed to maintaining robust oversight, especially on important governance issues. During the year, responsibility for Carrier's Environment, Social and Governance programs, goals and objectives was elevated to the full Board. This included expanding our disclosures, one of which was our submission to the Carbon Disclosure Project. Additionally, we oversaw the strengthening of Carrier's cybersecurity programs through enhanced public disclosures, external maturity assessments and a formalized governance structure to escalate critical cybersecurity risks and incidents to the Board. To further align the interests of Carrier management with those of its shareowners, we expanded Carrier’s share ownership requirements in 2023 to apply to all members of Carrier’s Executive Leadership Team. Carrier’s transformation is not just about adapting to change; it’s about embracing it. The Carrier Board will continue to help guide Carrier to sustainable, long-term value creation and engage with you, our shareowners, along the way. As shareowners, your trust and support have been instrumental in Carrier’s journey thus far, and we are committed to delivering long-term, sustainable value to you. Sincerely, John J. Greisch Lead Independent Director
"Carrier’s transformation is not just about adapting to change; it’s about embracing it. The Carrier Board will continue to help guide Carrier to sustainable, long-term value creation and engage with you, our shareowners, along the way."


Your vote is important. Please submit your proxy or voting instructions as soon as possible.			WHO MAY VOTE You are entitled to receive this Notice and to vote at the Annual Meeting if you owned shares of Carrier common stock at the close of business on February 27, 2024 (the record date for this Annual Meeting). VIRTUAL MEETING FORMAT The 2024 Annual Meeting of Shareowners will be conducted in a virtual format to facilitate attendance and to provide a consistent experience to all shareowners, regardless of location. The format is designed to ensure a level of participation commensurate with an in-person meeting and allows shareowners to: ▪vote and submit questions in advance of the Annual Meeting; and ▪access a live webcast, vote and submit questions during the Annual Meeting on April 18, 2024. Please see "Frequently Asked Questions About the Annual Meeting" on page 68 for more information about participating in the virtual meeting. By Order of the Board of Directors. Francesca Campbell Vice President, Corporate Secretary



Election of Directors
What are you voting on? At the 2024 Annual Meeting,10 director nominees are to be elected to hold office until the 2025 Annual Meeting and until their successors have been elected and qualified.		All nominees are current directors of Carrier and were elected by shareowners at the 2023 Annual Meeting, except for Max Viessmann who joined the Board in January 2024.

	Our Board recommends a vote FOR each nominee



Advisory Vote to Approve Named Executive Officer (NEO) Compensation
What are you voting on? We are asking our shareowners to approve, on an advisory basis, the compensation paid to Carrier's named executive officers disclosed in this Proxy Statement. We hold say-on-pay votes annually.		The Board believes that our compensation policies and practices are effective in achieving the goals of the compensation program, and that our actions have been responsive to shareowner feedback related to last year’s say-on-pay vote.

	Our Board recommends a vote FOR the say-on-pay proposal


	GAAP		Adjusted*

Net sales (dollars in billions)

Operating profit (dollars in billions)

Operating margin (percent)

Earnings per share (dollars per share)

Net cash flows from operating activities/ Free cash flow (dollars in billions)


	*See Appendix A beginning on page 76 for information regarding non-GAAP measures and a reconciliation of each non-GAAP measure to the most comparable GAAP measure.


▪Carrier delivered strong 2023 operating performance as it started executing its portfolio transformation. In April 2023, the company announced its acquisition of Viessmann Climate Solutions, which was completed on January 2, 2024. ▪The company also announced plans to exit its Fire & Security segment and commercial refrigeration business. ▪2023 net sales increased 8% year-over-year, with organic sales growth of 3% primarily due to strong price realization. Carrier gained share in all major segments and grew aftermarket by double digits for a third consecutive year. ▪2023 GAAP operating profit, operating margin and earnings per share ("EPS") comparisons to 2022 were impacted by portfolio transformation-related activities in both periods, including large gains in 2022 associated with the increase in our ownership interest in Toshiba Carrier Corporation (TCC) and the sale of Chubb. ▪Adjusting for these and other non-operational items, Carrier had another year of strong financial performance resulting in double-digit adjusted operating profit growth and adjusted operating margin expansion.		▪Operating profit was lower compared to 2022 due to the previous year’s gains. Strong price/cost management and productivity drove the increase in adjusted operating profits in 2023. ▪Operating margin decreased 53% compared with last year primarily due to the portfolio transformation-related activities in 2023, while adjusted operating margin expanded 30 basis points despite a ~50-basis-point headwind from consolidating TCC, reflecting strong price/cost and productivity performance. ▪GAAP EPS and adjusted EPS benefited from strong operating performance along with lower net interest expense and a lower share count. GAAP EPS decreased as a result of portfolio transformation-related activities. ▪Cash from operating activities increased 50% versus the prior year driven by strong working capital performance. This also led to a free cash flow increase of 50% compared to 2022.



Ratify Appointment of Independent Auditor for 2024
What are you voting on?

We are asking our shareowners to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as Carrier's independent registered public accounting firm for the fiscal year ending December 31, 2024.		The Audit Committee and the Board believe that the continued retention of PwC as our independent auditor is in the best interest of the company and our shareowners.

	Our Board recommends a vote FOR the ratification of the appointment of PwC to serve as the company’s independent auditor for 2024


			HVAC As a global leader in intelligent climate and energy solutions, Carrier is at the forefront of heating, ventilating and cooling solutions for residential, commercial and industrial customers around the world. Through an industry-leading family of HVAC brands, our global presence, and our innovative and differentiated digital solutions, we are transforming the built environment to be more energy efficient, sustainable and autonomous. Our solutions help customers achieve their targeted outcomes, including Abound, which monitors over 1.1 billion square feet of building space to help improve indoor air quality, and enhance occupant comfort and productivity.


			Refrigeration Carrier is a global leader in cold chain transport equipment and monitoring solutions with the largest distribution network of nearly 1,700 dealers, distributors and service centers. We differentiate ourselves with both scale and technology to serve as a trusted partner throughout the cold chain. We are helping lead the shift toward electrification, more connected technologies and refrigerants with lower global warming potential. Carrier’s Lynx digital ecosystem offers a suite of advanced analytics solutions that provides customers with enhanced visibility, increased connectivity and actionable intelligence across their cold chain operations.


			Fire & Security With industry-leading brands like Kidde, Edwards, LenelS2, Det-Tronics and GST, customers trust us for all their safety and security needs, from the most complex jobs to the simplest conveniences. We offer a comprehensive suite of lifecycle solutions, connected technologies, mobile applications and cloud-based services. We lead the market in innovation, from best-in-class water mist technology with Marioff to industry-first smart, integrated indoor air quality, smoke and carbon monoxide detectors for the home.



Portfolio Transformation
At Carrier, we are evolving our business to take on the challenges of climate change. On January 2, 2024, we completed the acquisition of the climate solutions business (the “VCS Business”) of Viessmann Group GmbH & Co. KG (“Viessmann Group”). The addition positions Carrier as a digitally enabled, end-to-end sustainable climate and energy solutions provider that addresses all heating, cooling, renewables, solar photovoltaic technology, battery storage and energy management needs for the home and office. The combination enhances Carrier’s existing portfolio with access to the iconic Viessmann brand, a leading provider of highly efficient and renewable climate solutions with a more than 100-year record of innovation and sustainability and a differentiated direct-to-installer channel model. In addition to our acquisition of Toshiba Carrier Corp. in 2022, Viessmann Climate Solutions’ 12,000 team members further strengthen Carrier’s position as the leading HVAC provider globally, now positioning Carrier in the fast-growing residential and light commercial space in Europe. The acquisition of Viessmann Climate Solutions, together with the planned exits of our Fire & Security segment and commercial refrigeration business, will transform Carrier into a more focused, higher-growth business, further strengthening the company’s global leadership position in intelligent climate and energy solutions.


Learn about our goals and progress at corporate.carrier.com/esg-report



Sustainable Innovations			We focus on growth areas of electrification, energy management, and residential and light commercial HVAC technologies.


Strategic Collaboration			We value strategic partnerships that enhance our research and development expertise and our channel to market or that become a part of our product offerings.


Disruptive Technologies			We prioritize software, analytics and telematics.


Commitment to Excellence			We seek out companies that share our core values of respect, integrity, inclusion, innovation and excellence.


Our inclusion philosophy, _belong, underscores the importance of culture in a diverse workplace where everyone can come to work – every day – and feel like they belong. To build upon that philosophy, in 2023, we introduced ally, outlining our principles for how employees can contribute to building an inclusive culture, globally. Our ally principles include advocate, listen, learn and yield. 2023 Diversity Representation





~$175M invested since inception in 1996	50+ countries with employee participation since inception	8,800+ degrees earned since inception	1,300+ current participants



PROPOSAL 1 Election of Directors WHAT ARE YOU VOTING ON? The Board presents 10 nominees for election as directors at the 2024 Annual Meeting. Each director nominee has consented to being named as a nominee in the Proxy materials and to serve if elected. Each director elected at the Annual Meeting will serve until the 2025 Annual Meeting or until a successor is duly qualified and elected. Our director nominees hold or have held senior positions as leaders of various large and complex global businesses. Our nominees are or have been chief executive officers, chief financial officers, chief accounting officers and members of senior management. Through these roles, our nominees have developed expertise in finance, human capital management, innovation, digital and technology, international business operations, risk management, sustainability, and strategic planning. With this blend of skills and experience, our directors bring a seasoned and practical understanding of governance, public policy, compensation and sustainable practices to the Board’s deliberations. Detailed biographical information for each director nominee follows. We have included career highlights, other directorships and other leadership and service experience. Our Board considered all of the aforementioned attributes as well as the results of our annual self-evaluation process when deciding to renominate each of the nominees.



BOARD RECOMMENDATION: Vote FOR each director nominee



The Board recognizes that the long-term interests of Carrier and its shareowners are also advanced by responsibly addressing the concerns of other stakeholders, including Carrier employees, customers, suppliers and communities, and stewardship of our planet.



▪Objectivity and independence ▪Sound judgment ▪High integrity ▪Effective collaboration			▪Loyalty to the interests of Carrier and its shareowners ▪Ability and willingness to devote the time necessary to fulfill a director’s duties ▪Ability to contribute to the diversity of perspectives in the Board’s deliberations



▪General understanding of global business, finance, risk management, technology and other disciplines, and policy matters relevant to the success of a large publicly traded company ▪Understanding of Carrier’s business and industry ▪Senior leadership experience			▪Educational and professional background ▪Personal accomplishments ▪Diversity with respect to a broad range of personal characteristics



			Financial						We place paramount importance on accurate financial reporting and robust financial controls and compliance. Therefore, we seek directors who have served in senior leadership roles of a financial function and/or the management of a large business that has resulted in a proficiency with complex financial management, financial reporting, capital allocation, capital markets, and mergers and acquisitions.


			Human Capital Management						Experience in effectively recruiting, engaging, developing and retaining a talented workforce is crucial. We believe that our employees are our most important asset and that, in turn, our success and growth depend in large part on our ability to attract, retain and develop a diverse population of talented and high-performing employees at all levels of the company.


			Innovation, Digital, Technology and Cybersecurity						Experience with or oversight of innovation (including developing and adopting new technologies), digital solutions, engineering, information systems and cybersecurity are skill sets that are vital to overseeing Carrier's transformation from an equipment manufacturer to a provider of digitally enabled lifecycle solutions.


			International Business Operations						International business experience ensures that valued business, political and cultural perspectives are included in the Board’s deliberations. Carrier has operations around the world, and a significant portion of our sales derive from outside the United States.


			Knowledge of Company/Industry						Knowledge or experience with Carrier’s businesses and/or products and services, whether acquired through service as a senior leader or as a board member of a relevant business, affords a deeper understanding of Carrier's strategic, operating, regulatory and competitive environment.


			Marketing/Sales						Marketing and sales experience is beneficial as we focus on forming and strengthening customer relationships to provide our digitally enabled lifecycle solutions that create recurring revenue opportunities.


			Risk Management/ Oversight						Risk Management experience is critical to the Board’s role in overseeing and understanding enterprise risk exposures, including compliance, cybersecurity, financial, human capital, operational, political, regulatory, reputational and strategic risks.


			Senior Leadership						Extensive leadership experience with a significant enterprise provides a practical understanding of Carrier's organization, processes and strategic planning, and the challenges associated with developing talent and driving change and long-term growth.


The Board believes that robust and constructive self-evaluation is an essential element of good corporate governance. To this end, each year the Board evaluates its own performance and that of the standing committees and individual directors. The self-evaluation informs the Board’s consideration of the following: ▪Board leadership and structure ▪Membership criteria ▪Refreshment objectives, including committee assignments and succession planning ▪Opportunities to increase the Board’s overall effectiveness, including the addition of new skills and experience and diverse perspectives John Greisch, our Lead Independent Director, led the 2023 evaluation process and conferred with the directors individually to allow for their candid assessments of peer contributions and performance as well as Board and committee effectiveness. Mr. Greisch provided a summary of his conversations to the Board, which included feedback regarding the following topics:			Our Lead Independent Director leads the annual self-evaluation.



▪The size and effectiveness of the Board and its committees ▪Board and committee leadership and committee assignments ▪The diversity, skills and experience of individual directors and the Board as a whole			▪The Board's review of strategy and risk, including potential areas of disruption and ESG oversight ▪The effectiveness of management's relationship with the Board ▪Succession planning for CEO and senior leadership


Our Board of Directors recommends a vote FOR the election of each of the nominees presented in the Proxy.


Jean-Pierre Garnier, Ph.D. Independent Former Chief Executive Officer GlaxoSmithKline plc AGE: 76 \| DIRECTOR SINCE: 2020 \| COMMITTEES: Compensation, Technology & Innovation


CAREER HIGHLIGHTS ▪Advent International (global private equity) ▪Operating Partner, since 2011 ▪Pierre Fabre S.A. (pharmaceuticals) ▪Chief Executive Officer, 2008 to 2010 ▪GlaxoSmithKline plc (pharmaceuticals) ▪Chief Executive Officer and Executive Member of the Board of Directors, 2000 to 2008 ▪SmithKline Beecham plc (pharmaceuticals) ▪Chief Executive Officer, 2000 ▪Chief Operating Officer and Executive Member of the Board of Directors, 1996 to 2000 OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪Cellectis S.A., (non-executive Chairman), since 2020			FORMER DIRECTORSHIPS ▪Carmat (non-executive Chairman), 2018 to 2022 ▪Radius Health, Inc., 2015 to 2022 ▪United Technologies Corporation, 1997 to 2020 ▪Idorsia Pharmaceuticals Ltd. (non-executive Chairman), 2017 to 2020 ▪Actelion Ltd. (non-executive Chairman), 2011 to 2017 ▪Renault S.A., 2009 to 2016 ▪Alzheon, Inc. (non-public), 2015 to 2018 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Member, Advisory Board of Newman’s Own Foundation ▪Knight Commander of the Order of the British Empire ▪Officier de la Légion d’Honneur of France ▪Member, Board of Directors, Max Planck Institute, 2013 to 2019


David L. Gitlin Chairman & Chief Executive Officer AGE: 54 \| DIRECTOR SINCE: 2020 \| COMMITTEES: None


CAREER HIGHLIGHTS ▪Carrier ▪Chairman, since 2021 ▪President & Chief Executive Officer, since 2019 ▪United Technologies Corporation (diversified manufacturer) ▪President & Chief Operating Officer, Collins Aerospace Systems, 2018 to 2019 ▪President, UTC Aerospace Systems, 2015 to 2018 ▪President, Aircraft Systems, UTC Aerospace Systems, 2013 to 2015 ▪Various senior positions since joining United Technologies in 1997, including: –President, Aerospace Customers & Business Development, Hamilton Sundstrand			–President, Auxiliary Power, Engine & Control Systems, Hamilton Sundstrand –Vice President and General Manager, Power Systems, Hamilton Sundstrand –Vice President, Pratt & Whitney Programs, Hamilton Sundstrand –General Manager, Rolls-Royce/General Electric Programs, Hamilton Sundstrand –Various positions at UTC headquarters and Pratt & Whitney OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪The Boeing Company, since 2022 (aerospace safety; finance)


John J. Greisch Lead Independent Director Former President & Chief Executive Officer Hill-Rom Holdings, Inc. AGE: 68 \| DIRECTOR SINCE: 2020 \| COMMITTEES: Compensation, Technology & Innovation


CAREER HIGHLIGHTS ▪TPG Capital (global private equity) ▪Senior Advisor, since 2018 ▪Hill-Rom Holdings, Inc. (medical technology) ▪President & Chief Executive Officer, 2010 to 2018 ▪Baxter International, Inc. (health care) ▪President, International Operations, 2006 to 2009 ▪Chief Financial Officer, 2004 to 2006 ▪President, Bioscience, 2003 to 2004 ▪FleetPride Corporation (truck and trailer parts distributor) ▪President & Chief Executive Officer, 1998 to 2001 ▪The Interlake Corporation (metal products), various positions, 1986 to 1997 ▪Price Waterhouse (public accounting), various positions, 1978 to 1985			OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪Catalent, Inc., since 2023 (executive chair) ▪Viant Medical (non-public) (non-executive Chairman), since 2018 FORMER DIRECTORSHIPS ▪Cerner Corporation, 2019 to 2022 ▪Idorsia Pharmaceuticals Ltd., 2017 to 2020 ▪Hill-Rom Holdings, Inc., 2010 to 2018 ▪Actelion Ltd., 2013 to 2017 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Member, Board of Directors, Ann & Robert H. Lurie Children’s Hospital of Chicago


Charles M. Holley, Jr. Independent Former Executive Vice President & Chief Financial Officer Wal-Mart Stores, Inc. AGE: 67 \| DIRECTOR SINCE: 2020 \| COMMITTEES: Audit (Chair), Governance


CAREER HIGHLIGHTS ▪Wal-Mart Stores, Inc. (retail and eCommerce) ▪Executive Vice President, 2016 ▪Executive Vice President & Chief Financial Officer, 2010 to 2015 ▪Executive Vice President, Finance and Treasurer, 2007 to 2010 ▪Senior Vice President, Finance, 2005 to 2007 ▪Senior Vice President & Controller, 2003 to 2005 ▪Various roles with Wal-Mart International, 1994 to 2002 ▪Deloitte LLP (public accounting) ▪Independent Senior Advisor, U.S. CFO Program, 2016 to 2019 ▪Tandy Corporation (electronics retailer), various roles ▪Ernst & Young LLP (public accounting), various roles			OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪Amgen, Inc., since 2017 (audit, chair; governance) ▪Phillips 66, since 2019 (audit; public policy; sustainability) ▪Sunrise Group Holdings, LLC (non-public), since 2023 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Member, Dean’s Advisory Board, McCombs School of Business, The University of Texas at Austin ▪Member, Presidents’ Development Board, The University of Texas at Austin ▪Member, MSB Foundation, The University of Texas at Austin


Michael M. McNamara Independent

Co-Founder & Chief Executive Officer Samara	Former Chief Executive Officer Flex Ltd.

AGE: 67 \| DIRECTOR SINCE: 2020 \| COMMITTEES: Governance, Technology & Innovation (Chair)


CAREER HIGHLIGHTS ▪Samara (backyard home manufacturer) ▪Co-Founder and Chief Executive Officer, since 2022 ▪Airbnb, Inc. (Samara division) ▪Head, 2020 to 2022 ▪Eclipse Ventures (venture capital) ▪Venture partner, 2019 to 2022 ▪Flex Ltd. (product development firm) ▪Chief Executive Officer, 2006 to 2018 ▪Various roles since joining Flex Ltd. in 1994, including Chief Operating Officer OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪Workday, Inc., since 2011 (audit; governance)		FORMER DIRECTORSHIPS ▪PCH International Holdings (non-executive Chairman), 2019 to 2023 ▪Skyryse, 2019 to 2022 ▪Slack Technologies, Inc., 2019 to 2021 ▪Flex Ltd., 2005 to 2018 ▪Delphi Corporation, 2009 to 2012 ▪MEMC Corporation, 2007 to 2011 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Member, Advisory Board, New Legacy Opportunity Fund ▪Member, Visiting Committee Advisory Board, MIT Sloan School of Management


Susan N. Story Independent Former President & Chief Executive Officer American Water Works Company, Inc. AGE: 64 \| DIRECTOR SINCE: 2023 \| COMMITTEES: Audit, Compensation


CAREER HIGHLIGHTS ▪American Water Works Company, Inc. (water and wastewater utility) ▪President and Chief Executive Officer, 2014 to 2020 ▪Senior Vice President and Chief Financial Officer, 2013 to 2014 ▪Southern Company (gas and electric utility holding company) ▪Chief Executive Officer, Southern Company Services, Inc., and Executive Vice President, Southern Company, 2011 to 2013 ▪President and Chief Executive Officer, Gulf Power Company, Inc., 2003 to 2010 ▪Executive Vice President, Engineering and Construction, 2001 to 2003 ▪Senior Vice President, Southern Power Company, 2001 to 2003			OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪Dominion Energy, Inc., since 2017 (sustainability and corporate responsibility, chair; finance & risk oversight; compensation and talent development) ▪Newmont Corporation, since 2020 (audit) FORMER DIRECTORSHIPS ▪Raymond James Financial, Inc., 2008 to 2023 (former Lead Independent Director) ▪American Water Works Company, Inc., 2014 to 2020 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Board of Advisors, H. Lee Moffitt Cancer Center and Research Institute


Michael A. Todman Independent Former Vice Chairman Whirlpool Corporation AGE: 66 \| DIRECTOR SINCE: 2020 \| COMMITTEES: Audit, Compensation (Chair)


CAREER HIGHLIGHTS ▪Whirlpool Corporation (home appliances and related products) ▪Vice Chairman, 2014 to 2015 ▪President, Whirlpool International, 2006 to 2007 and 2009 to 2014 ▪President, Whirlpool North America, 2007 to 2009 ▪Executive Vice President, Whirlpool Corporation, and President, Whirlpool Europe, 2001 to 2005 ▪Various capacities since joining Whirlpool in 1993, including management, operations, sales and marketing positions in North America and Europe ▪Wang Laboratories, Inc., (computers), various roles ▪Price Waterhouse (public accounting), various roles OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪Brown-Forman Corporation, since 2014 (lead independent director; audit, chair; governance and nominating) ▪Prudential Financial, Inc., since 2016 (lead independent director; compensation and human capital, chair; executive, chair; finance) ▪Mondelez International, Inc., since 2020 (people and compensation, chair; governance)			FORMER DIRECTORSHIPS ▪Newell Brands, Inc., 2007 to 2020 ▪Whirlpool Corporation, 2006 to 2015 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Chairman, Board of Directors, Boys & Girls Clubs of Benton Harbor, Michigan ▪President, Whirlpool Foundation ▪Board of Directors, Corewell Health ▪Board of Directors, Cornerstone Alliance


Max Viessmann Chief Executive Officer & Member of the Executive Board Viessmann Group GmbH & Co. KG AGE: 35 \| DIRECTOR SINCE: 2024 \| COMMITTEES: Technology & Innovation


CAREER HIGHLIGHTS ▪Viessmann Group, since 2015 ▪Chief Executive Officer and Member of the Executive Board, since 2017 ▪The Boston Consulting Group, 2013-2015 ▪Angel investor in Europe and Asia, since 2011			OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪Viessmann Group, since 2017 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Chairman, Advisory Council of the German Cancer Research Center


Virginia M. Wilson Independent Former Senior Executive Vice President & Chief Financial Officer Teachers Insurance and Annuity Association of America AGE: 69 \| DIRECTOR SINCE: 2020 \| COMMITTEES: Audit, Governance (Chair)


CAREER HIGHLIGHTS ▪Teachers Insurance and Annuity Association of America (financial services) ▪Senior Executive Vice President & Chief Financial Officer, 2010 to 2019 ▪Wyndham Worldwide (hospitality) ▪Executive Vice President & Chief Financial Officer, 2006 to 2009 ▪Cendant Corporation (consumer services in real estate and travel industries) ▪Executive Vice President & Chief Accounting Officer, 2003 to 2006 ▪MetLife, Inc. (insurance) ▪Senior Vice President & Controller, 1999 to 2003 ▪Transamerica Life Insurance Companies ▪Senior Vice President & Controller and other finance roles, life insurance division, 1995 to 1999 ▪Deloitte & Touche LLP (public accounting) ▪Audit partner			OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪Charles River Laboratories International, Inc., since 2019 (audit, chair; governance) FORMER DIRECTORSHIPS ▪Conduent, Inc., 2017 to 2020 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Member, Board of Trustees, Catholic Charities of the Archdiocese of New York


Beth A. Wozniak Independent Chair and Chief Executive Officer nVent Electric plc AGE: 59 \| DIRECTOR SINCE: 2021 \| COMMITTEES: Governance, Technology & Innovation


CAREER HIGHLIGHTS ▪nVent Electric plc (global provider of electrical connection and protection solutions) ▪Chair and Chief Executive Officer, since 2023 ▪Chief Executive Officer and Director, 2018 to 2023 ▪Pentair plc (industrial manufacturing) ▪President, Electrical segment, 2017 to 2018 ▪President, Flow & Filtration Solutions global business unit, 2015 to 2016 ▪Honeywell International, Inc. (technology and manufacturing) and its predecessor Allied Signal Inc. ▪Various executive leadership and program management positions from 1990 to 2015, including: –President, Environmental and Combustion Controls business –President, Sensing and Control business –Vice President, Business Integration –Vice President, Six Sigma –Vice President, Engineering and Program Management			OTHER CURRENT DIRECTORSHIPS AND COMMITTEES ▪nVent Electric plc, since 2018 OTHER LEADERSHIP EXPERIENCE AND SERVICE ▪Officer and Vice-Chair, National Electrical Manufacturers Association (NEMA)