CARRIER GLOBAL Corp DEF 14A, filed Feb 25, 2025

CARRIER GLOBAL Corp (CARR)

DEF 14A 2025-02-25 For: 2025-04-09

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Added on June 12, 2026

About this DEF 14A

CARRIER GLOBAL Corp filed this DEF 14A on February 25, 2025.

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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


Notice of 2025 Annual Meeting of Shareowners		i

Message from Our Lead Independent Director		ii

Table of Contents		iii

Our Company		1
2024 Performance and Business Highlights		4

Proxy Summary		5

	PROPOSAL 1

Election of Directors		6


Criteria for Board Membership		7
The Board’s Self-Evaluation Process		9
Board Refreshment and Nomination Process		10
Nominees for the 2025 Annual Meeting		10
Corporate Governance		16
Compensation of Directors		24

Share Ownership		26

	PROPOSAL 2

Advisory Vote to Approve Named Executive Officer Compensation		28


Message from Our Compensation Committee		29
Compensation Discussion and Analysis		31
Report of the Compensation Committee		51


Compensation Tables		52
CEO Pay Ratio		61
Pay Versus Performance Disclosure		63

	PROPOSAL 3

A mendment to the Carrier Global Corporation 2020 Long-Term Incentive Plan		68


Audit Matters		77
Report of the Audit Committee		77

	PROPOSAL 4

Ratify Appointment of Independent Auditor for 2025		78


	PROPOSAL 5

Shareowner Proposal Requesting a Lobbying Transparency Report		80


Frequently Asked Questions About the Annual Meeting		83

Other Important Information		89

A ppendix A: Reconciliation of GAAP Measures to Corresponding Non-GAAP Measures		92

Appendix B : Second Amendment t o t he Carrier Global Corporation 2020 Long-Term Incentive Plan		95



			David L. Gitlin, 55 Chairman & Chief Executive Officer, Carrier Global Corporation Director Since: 2020 Other Current Directorships: The Boeing Company


			John J. Greisch, 69 Lead Independent Director Former President & Chief Executive Officer, Hill-Rom Holdings, Inc. Director Since: 2020 Other Current Directorships: Discovery Life Sciences, Catalent, Inc., Viant Medical


			Jean-Pierre Garnier, 77 Independent Former Chief Executive Officer, GlaxoSmithKline plc Director Since: 2020 Other Current Directorships: BioAge Labs, Inc., Cellectis S.A.


			Charles M. Holley, Jr., 68 Independent Former Executive Vice President & Chief Financial Officer, Wal-Mart Stores, Inc. Director Since: 2020 Other Current Directorships: Amgen, Inc., Phillips 66, Sunrise Group Holdings, LLC


			Michael M. McNamara, 68 Independent Co-Founder & Chief Executive Officer, Samara Former Chief Executive Officer, Flex Ltd. Director Since: 2020 Other Current Directorships: Workday, Inc.



John J. Greisch Lead Independent Director Following a year of transformative change, the Board’s priorities remain the same: providing strong governance and oversight and supporting management as it executes its strategy and vision to deliver long-term value to Carrier’s customers, employees and shareowners.”			Dear Fellow Shareowners, 2024 was a defining year for Carrier, marked by significant transformation and operational success. Under the strong and visionary leadership of David Gitlin, Carrier has not only reshaped its portfolio, but also strengthened its position as a simpler, more focused and customer-centric provider of intelligent climate and energy solutions. With a clear vision for the future, Carrier enters 2025 uniquely poised to benefit from the megatrends driving sustainable growth and innovation. As Carrier continues its transformation journey, the Board remains deeply committed to maintaining robust oversight and ensuring that management’s strategy aligns with the long-term interests of our shareowners. Over the past year, we welcomed two outstanding new directors. Maximillian (Max) Viessmann’s expertise in digitalization and alternative energy solutions will continue to drive Carrier’s transition to a digitally enabled, climate and energy solutions company. Amy Miles is a proven leader in customer excellence and operational efficiency, who brings invaluable cross-industry perspective. The recent refreshment of our Board also enabled us to infuse fresh viewpoints into key committees, including Audit, Governance and Technology & Innovation. This reflects our steadfast commitment to ensuring our committees are enriched by innovative perspectives that drive sustained, long-term value for our shareowners. I am proud to serve on a Board that includes such a broad and complementary mix of talent, experience and perspective. Our Board’s commitment to maintaining a strong governance framework continued in 2024. As described in greater detail within this Proxy Statement, to facilitate shareowner engagement and increase Board oversight, our Board implemented updates to our Bylaws, Corporate Governance Guidelines and Committee Charters. Members of our Board, including our Compensation Committee Chair and I as Lead Independent Director, also participated in shareowner meetings to discuss a range of matters in furtherance of our focus on transparency and shareowner engagement. Following a year of transformative change, the Board’s priorities remain the same: providing strong governance and oversight and supporting management as it executes its strategy and vision to deliver long-term value to Carrier’s customers, employees and shareowners. We thank you for your continued investment in Carrier and for sharing in our passion and excitement for what lies ahead. Sincerely, John J. Greisch Lead Independent Director



Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareowners to be held on April 9, 2025. This Notice of the 2025 Annual Meeting of Shareowners and Proxy Statement as well as Carrier’s 2024 Annual Report are available free of charge at www.proxyvote.com or at www.corporate.carrier.com. References in either document to our website are for the convenience of readers, and information available at or through our corporate website is not a part of nor is it incorporated by reference in the Proxy Statement or Annual Report. The Board of Directors of Carrier Global Corporation (the “Board”) is soliciting proxies to be voted at our 2025 Annual Meeting of Shareowners on April 9, 2025, and at any postponed or reconvened meeting. We expect that the Proxy materials or a notice of internet availability will be mailed and made available to shareowners beginning on or about February 25, 2025. At the meeting, votes will be taken on the matters listed in the Notice of 2025 Annual Meeting of Shareowners.



PROPOSAL 1: ELECTION OF DIRECTORS WHAT ARE YOU VOTING ON? The Board presents 10 nominees for election as directors at the 2025 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 2026 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 below described attributes as well as the results of our annual self-evaluation process when deciding to renominate each of the nominees.



			Amy E. Miles, 58 Independent Former Chair of the Board & Chief Executive Officer, Regal Entertainment Group Director Since: 2025 Other Current Directorships: The Gap, Inc., Amgen Inc., Suntex Marinas


			Susan N. Story, 65 Independent Former President & Chief Executive Officer, American Water Works Company, Inc. Director Since: 2023 Other Current Directorships: Dominion Energy, Inc., Newmont Corporation


			Michael A. Todman, 67 Independent Former Vice Chairman, Whirlpool Corporation Director Since: 2020 Other Current Directorships: Brown-Forman Corporation, Prudential Financial, Inc., Mondelez International, Inc.


			Max Viessmann, 36 Chief Executive Officer & Member of the Executive Board, Viessmann Generations Group GmbH & Co. KG Director Since: 2024 Other Current Directorships: Viessmann Generations Group GmbH & Co. KG


			Virginia M. Wilson, 70 Independent Former Senior Executive Vice President & Chief Financial Officer, Teachers Insurance and Annuity Association of America Director Since: 2020 Other Current Directorships: Charles River Laboratories International, Inc.



Key Attributes


▪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



Key Skills and Experience


	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 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 as Carrier moves forward as a digitally enabled and end-to-end sustainable climate and energy solutions provider.


	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.


TENURE		AGE	INDEPENDENCE

3.9 years average tenure			Our 10-member Board of Directors includes our Chairman & Chief Executive Officer, one additional non-independent director and eight independent directors. All independent directors meet the heightened independence standards for our Audit Committee and Compensation Committee.

7 members on Board since inception	3 new Board members in last 3 years


Board Composition

4 of 10 (40%) Board nominees are diverse			2 of 5 (40%) Board leadership positions are held by diverse members


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, and Virginia Wilson, our Governance Committee Chair, led the 2024 evaluation process and met with each of the directors individually to allow for their candid assessments of peer contributions and performance as well as Board and committee effectiveness. Mr. Greisch and Ms. Wilson provided a summary of their conversations to the Board, which included feedback regarding the following topics:			Our Lead Independent Director and Governance Committee Chair lead the annual self-evaluation.



▪The skills and experience of individual directors and the Board as a whole ▪The Board’s engagement with management and shareowners ▪The structure and composition of the Board’s Committees and their respective areas of oversight			▪The combined Chairman and CEO role, and whether it continues to provide the most effective leadership and oversight for the company and its growth strategy ▪The Board’s role in, and adequateness of, succession planning for CEO and senior leadership


			OUR COMPANY



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



Regular reviews of strategic direction and priorities Regular reviews of significant risks; active oversight of Enterprise Risk Management (“ERM”) program Annual review of Board policies, governance practices and committee charters Annual Board, committee and director evaluations; regular refreshment actions 80% of director nominees are independent Robust Lead Independent Director with explicit responsibilities	Regular meetings of independent directors led by Lead Independent Director Annual election of all directors Majority voting for directors in uncontested elections Rigorous share ownership requirements for directors and senior management Directors required to hold company-granted equity until retirement Hedging, short sales and pledging of Carrier securities prohibited	Eligible shareowners can nominate directors through proxy access Shareowners may act by written consent 15% of shareowners may call special meetings No supermajority shareowner voting requirements 98% attendance at Board meetings in 2024 97% attendance at committee meetings in 2024



▪Certificate of Incorporation ▪Bylaws ▪Corporate Governance Principles ▪Board Committee Charters ▪Director Independence Policy ▪Related Person Transactions Policy ▪Share Ownership Requirements ▪Code of Ethics and excerpts from Carrier’s Corporate Policy Manual			▪Information about the Carrier Integrity Line for Anonymous Reporting that allows employees and other stakeholders to ask questions or raise concerns confidentially and outside the usual management channels ▪Information about how to communicate concerns with our Board, Lead Independent Director or one or more independent directors ▪2024 Sustainability and Impact Report ▪2030 Sustainability Goals



▪May call and preside over private sessions of the independent directors ▪May call special meetings of the Board and preside over such meetings when the Chairman is not present ▪Serves as liaison between the non-employee directors and the Chairman ▪Engages with significant constituencies, as requested ▪Works with the Chairman to plan and set the agenda for Board meetings			▪Oversees the performance evaluation and compensation of the CEO ▪Facilitates succession planning and management development ▪Facilitates the Board’s annual self-evaluation process in connection with the Chair of the Governance Committee ▪Authorizes the retention of outside advisors and consultants who report to the Board on board-wide issues



Chair: David L. Gitlin Lead Independent Director: John J. Greisch Meetings: 6 Stated Meetings (additional Special Meetings as required)			Primary Responsibilities: ▪Oversees Carrier’s strategy, business and affairs in the best interests of Carrier and its shareowners ▪Advances the long-term interests of Carrier and its shareowners while also responsibly addressing the concerns of other stakeholders, including Carrier employees, customers, suppliers and communities ▪Oversees Carrier’s environmental, social and governance programs, including climate-related matters, and delegates to one or more standing committees oversight of certain program elements ▪Reviews, approves and monitors business strategies and objectives ▪Oversees significant risks and risk management activities, pursuant to Carrier’s Enterprise Risk Management (“ERM”) program ▪Selects, evaluates and plans succession of senior executive management, including the CEO ▪Elects/designates Board and committee leadership and committee members ▪Undertakes annual self-evaluation and regular refreshment actions, and selects director nominees for annual election ▪Establishes and enhances corporate policies and governance practices that promote and maintain the integrity of Carrier and respect the interests of our shareowners



Chair: Charles M. Holley, Jr. Amy E. Miles Susan N. Story Virginia M. Wilson Meetings: 8			Primary Responsibilities: ▪Assists the Board in overseeing the integrity of Carrier’s financial statements and disclosures in Carrier’s Form 10-Q and 10-K, including climate- and cybersecurity-related disclosures; the independence, qualifications and performance of Carrier’s independent auditors and internal audit function; the company’s compliance with its policies and procedures, internal controls, Code of Ethics and applicable laws and regulations; and the policies and practices of Carrier’s ERM program; financial risks and other significant areas of risk, including compliance- and cybersecurity-related risks ▪Recommends to the Board the appointment of the independent auditor for ratification by shareowners ▪Responsible for compensation, retention and oversight of the independent auditor ▪Preapproves all audit services and permitted non-audit services to be performed for Carrier by its independent auditor ▪Reviews and approves the appointment and replacement of the senior Internal Audit executive



Chair: Michael A. Todman Jean-Pierre Garnier John J. Greisch Susan N. Story Meetings: 5			Primary Responsibilities: ▪Reviews Carrier’s executive compensation plans, practices and policies to ensure that they adequately and appropriately align executive and shareowner interests, and mitigate compensation-based risk ▪Establishes and determines the satisfaction of performance goals for Carrier’s bonus plans for executives, including performance goals for senior executives ▪Approves the annual objectives of the CEO and leads an evaluation of the CEO’s performance against such objectives ▪Approves the compensation of the CEO, executive officers and certain other senior executives ▪Reviews and approves Carrier’s practices for annual and LTI awards ▪Reviews a risk assessment of Carrier’s compensation policies, plans and practices ▪Reviews and monitors Carrier’s employee engagement programs, and related initiatives and goals of Carrier’s environmental, social and governance programs, and conducts regular pay equity reviews of Carrier’s compensation programs ▪Reviews and approves the Compensation Discussion and Analysis, Compensation Committee Report and statements regarding shareowner advisory votes on executive compensation and frequency of such votes in Carrier’s proxy statement.



Chair: Virginia M. Wilson Charles M. Holley, Jr. Michael M. McNamara Amy E. Miles Meetings: 3			Primary Responsibilities: ▪Identifies and recommends qualified candidates for election to the Board ▪Reviews and recommends appropriate amendments to Corporate Governance Principles and other Board policies ▪Recommends appropriate compensation of non-employee directors ▪Submits to the Board recommendations for committee assignments and leadership ▪Reviews director outside professional time commitments and responsibilities ▪Oversees the orientation of new Board members and the continuing education of all directors ▪Assists the Board in its oversight responsibilities related to Carrier’s corporate governance framework, charitable and philanthropic activities, environmental, health and safety programs and related goals and initiatives, government relations (including the Carrier Political Action Committee [“Carrier PAC”] and political expenditures), product integrity programs, and positions on significant public issues



Chair: Michael M. McNamara Jean-Pierre Garnier John J. Greisch Michael A. Todman Max Viessmann Meetings: 3			Primary Responsibilities: ▪Monitors technology and digital developments and trends, including those in the field of sustainability that could have a material impact on Carrier, its customers and suppliers ▪Oversees Carrier’s innovation strategy and its impact on Carrier’s performance, growth and competitive position ▪Evaluates Carrier’s competitiveness from a technology, digital and innovation standpoint ▪Assists the Board in overseeing Carrier’s strategy, risk management and environmental, social and governance programs, including technology, innovation and sustainability initiatives and risks ▪Supports, as requested, the Governance Committee in its oversight of Carrier’s environmental, health and safety and product integrity programs, and the Audit Committee in its oversight of information technology and cybersecurity programs



Full Board of Directors


▪Major strategies and business objectives ▪Significant risks and risk management activities pursuant to Carrier’s ERM program ▪Succession planning


Audit Committee	Compensation Committee	Governance Committee	Technology & Innovation Committee


▪ERM policies and practices ▪Capital structure and significant capital appropriations ▪Compliance program ▪Cybersecurity risks ▪Financial reporting and related internal controls ▪Foreign exchange, interest rates and raw material hedging ▪Significant operational risks	▪Compensation and benefit policies ▪Compensation of select senior leaders ▪Compensation plan design and compensation-related risk ▪Employee engagement and inclusion ▪Incentive plan performance metrics and goals ▪Pay equity	▪Charitable and philanthropic policies ▪Conflicts of interest ▪Corporate governance ▪Director independence ▪Environment, health and safety ▪Government relations, including Carrier PAC and political expenditures ▪Positions on public issues ▪Product integrity	▪Developments and trends in technology and digital, including sustainability ▪Disruption risk by technology and digital developments ▪Effectiveness of Carrier’s technology and digital strategy and innovation programs


ROLE	CASH ($)	DEFERRED STOCK UNITS ($)	TOTAL ($)
All Non-Employee Directors (base retainer)	124,000	186,000	310,000
Additional Compensation for Services as1
Lead Independent Director	14,000	21,000	35,000
Audit Committee Chair	10,000	15,000	25,000
Audit Committee Member	6,000	9,000	15,000
Compensation Committee Chair	8,000	12,000	20,000
Governance Committee Chair	8,000	12,000	20,000
Technology & Innovation Committee Chair	8,000	12,000	20,000


NAME	FEES EARNED OR PAID IN CASH ($)	STOCK AWARDS ($)1	ALL OTHER COMPENSATION ($)2	TOTAL ($)
Jean-Pierre Garnier	124,000	186,000	972	310,972
John J. Greisch	—	345,000	3,084	348,084
Charles M. Holley, Jr.	134,000	201,000	6,343	341,343
Michael M. McNamara	132,000	198,000	685	330,685
Amy E. Miles3	—	—	—	—
Susan N. Story	—	325,000	4,263	329,263
Michael A. Todman	138,000	207,000	3,171	348,171
Max Viessmann4	186,000	279,000	1,260	466,260
Virginia M. Wilson	138,000	207,000	25,000	370,000
Beth A. Wozniak	124,000	186,000	549,017	859,017



DIRECTORS AND NAMED EXECUTIVE OFFICERS	SARs EXERCISABLE WITHIN 60 DAYS1	DSUs CONVERTIBLE TO SHARES WITHIN 60 DAYS2	TOTAL SHARES BENEFICIALLY OWNED3	PERCENT OF CLASS4
Jean-Pierre Garnier		131,318	149,428	*
David Gitlin	1,512,004		2,305,949	*
John J. Greisch		49,927	85,344	*
Charles M. Holley, Jr.		32,727	32,756	*
Michael M. McNamara		35,507	35,507	*
Amy E. Miles		1,417	1,703	*
Susan N. Story		17,189	17,189	*
Michael A. Todman		29,409	29,409	*
Max Viessmann5		5,193	58,614,152	6.78	%
Virginia M. Wilson		29,197	29,197	*
Ajay Agrawal	225,545		336,999	*
Patrick Goris	165,262		269,293	*
Kevin O'Connor6	89,006		134,573	*
Gaurang Pandya	29,727		35,717	*
Jurgen Timperman7			19,784	*
Current Directors & Executive Officers as a group (16 in total)8	2,304,591	331,884	62,429,094	7.20	%


NAME AND ADDRESS	SHARES	PERCENT OF CLASS1
BlackRock, Inc.2	55,209,169	6.39	%
Capital International Investors3	76,962,593	8.91	%
Capital Research Global Investors4	75,499,505	8.74	%
Capital World Investors5	48,732,716	5.64	%
The Vanguard Group6	93,816,461	10.86	%
Viessmann Generations Group GmbH & Co. KG7	58,608,959	6.78	%



PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION WHAT ARE YOU VOTING ON? We are asking our shareowners to approve, on an advisory basis, the compensation of Carrier’s NEOs disclosed in the Compensation Discussion and Analysis (“CD&A”), the compensation tables and in the related notes and narrative in this Proxy Statement.


NAMED EXECUTIVE OFFICERS (NEOs)			TITLE
David Gitlin			Chairman & Chief Executive Officer
Patrick Goris			Senior Vice President & Chief Financial Officer
Gaurang Pandya			President, HVAC Americas and CHVAC EMEA
Ajay Agrawal			Senior Vice President, Global Services, Business Development & Chief Strategy Officer
Kevin O’Connor1			Former Senior Vice President & Chief Legal Officer
Jurgen Timperman1			Former President, Fire & Security



What We Do			What We Do Not Do

Use an independent executive compensation consultant to advise the Committee Annually review and update the composition of our Compensation Peer Group, as appropriate Emphasize long-term, performance-based compensation and meaningful share ownership guidelines, applicable to all ELT members, to align executive and shareowner interests Align a portion of PSU payouts with stock price performance through a relative Total Shareholder Return “Relative TSR” metric Design transparent, formulaic incentive plans to promote short- and long-term business success Have “double-trigger” provisions for severance payable in the event of a change in control Have a standalone Clawback Policy applicable to Section 16 officers in accordance with the New York Stock Exchange listing requirements Have additional clawback provisions in both the Annual and Long-Term Incentive plans to recover cash and equity incentive payments from executives for misconduct and other circumstances Maintain a three-year vesting schedule for annual equity awards Perform annual compensation risk assessment to ensure program does not encourage excessive risk-taking			Provide excise tax gross-ups on severance/change-in-control payments Permit repricing of stock options or other equity-based awards without shareowner approval Pay dividends on SARs or PSUs during performance period Permit non-employee directors, executives or other employees to engage in short sales or enter into pledging, hedging, puts, calls or other “derivative” transactions with respect to company securities Provide excessive perquisites Provide “single-trigger” benefits under change-in-control agreements Provide time-based RSUs to NEOs



			2024 Targeted Director-Led Shareowner Engagement

			Invited			Met
			We invited 100% of our Top 20 shareowners, representing ~65% of our shares outstanding, to engage with us.			We met all Top 20 shareowners who accepted our invitation to engage, including ~40% of our shares outstanding, or 12 of our Top 20 shareowners. Our Lead Independent Director and Compensation Committee Chair met and directly engaged with 9 of these 12 shareowners, representing ~35% of shares outstanding.


KEY PARTICIPANTS			PRIMARY ROLES AND RESPONSIBILITIES RELATING TO EXECUTIVE COMPENSATION DECISIONS

Compensation Committee (Composed of four independent, non-employee directors who report to the Board)			▪Sets financial, strategic and operational goals and objectives for the company, the business segments and the CEO as they relate to the annual and long-term incentive plans ▪Assesses company, business segment and NEO performance relative to the preestablished goals and objectives set for the year ▪Recommends CEO pay adjustments to the Board based on its assessment of CEO performance and market data ▪Reviews the CEO’s recommendations for pay changes for the ELT members and executive officers and makes adjustments, as appropriate ▪Evaluates the competitiveness of the compensation packages for the CEO, NEOs and non-NEO ELT members and executive officers ▪Approves all executive compensation program design changes, including incentive plans, severance, change in control, share ownership requirements, perquisites and supplemental benefit arrangements ▪Reviews risk assessments of Carrier’s compensation plans, policies and practices ▪Considers shareowner inputs regarding executive compensation decisions and policies All decisions are subject to review by the other independent directors.


Independent Compensation Consultant1 (Pearl Meyer)			▪Provides advice and guidance to the Committee concerning compensation levels and our compensation programs ▪Reports directly to the Committee


Management			▪Considers the performance of each NEO and non-NEO ELT member and executive officer, their business segment and/or function, market benchmarks, internal equity and retention risk when determining pay recommendations ▪Presents the Committee with recommendations for each principal element of compensation for ELT members and executive officers ▪Has no role in the Committee’s determination of CEO compensation ▪In consultation with the Committee’s independent compensation consultant, provides insight on program design and compensation market data to assist the Committee with its decisions


APPROVE JANUARY – MARCH	REVIEW AND ENGAGE APRIL – SEPTEMBER	EVALUATE OCTOBER – DECEMBER

▪Review CEO prior year performance ▪Approve annual base pay, annual bonus payouts (with respect to the prior year) and LTI grants and performance results for PSUs ▪Approve compensation program design ▪Set target compensation for CEO, ELT and executive officers ▪Conduct competitive market compensation review for NEOs and non-NEO ELT members	▪Evaluate Compensation Peer Group ▪Consider compensation program changes ▪Review trends and developments related to compensation design and governance	▪Determine compensation program design changes for upcoming year ▪Establish performance measures, targets and individual performance objectives