Trane Technologies plc DEF 14A, filed Apr 24, 2025

Trane Technologies plc (TT)

DEF 14A 2025-04-24 For: 2024-12-31

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Added on June 12, 2026

About this DEF 14A

Trane Technologies plc filed this DEF 14A on April 24, 2025.

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☑			Filed by the Registrant			☐			Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Notice of 2025 Annual General Meeting of Shareholders			1
Proxy Voting Roadmap			3
Proposals Requiring Your Vote			10
Item 1. Election of Directors			10
Item 2. Advisory Approval of the Compensation of Our Named Executive Officers			20
Item 3. Approval of Appointment of Independent Auditors			20
Item 4. Renewal of the Directors’ Existing Authority to Issue Shares			22
Item 5. Renewal of the Directors’ Existing Authority to Issue Shares for Cash Without First Offering Shares to Existing Shareholders			23
Item 6. Determine the Price at which the Company Can Re a llot Shares Held as Treasury Shares			24
Corporate Governance			25
Corporate Governance Guidelines			25
Role of the Board of Directors			25
Board Responsibilities			25
Board Leadership Structure			25
Board Risk Oversight			27
Director Compensation and Share Ownership			29
Board Committees			29
Board C omposition			29
Board Advisors			29
Executive Sessions			29
Board and Board Committee Performance Evaluation			29
Director Orientation and Education			30
Director Retirement			30
Director Independence			30
Communications with Directors			30
Management Succession Planning			30
Code of Conduct			31
Anti-Hedging Policy and Other Restrictions			31
Investor Outreach			31
Sustainability			31
Committees of the Board and Attendance			32
Human Resources and Compensation Committee Interlocks and Insider Participation			36


Compensation of Directors			37
Director Compensation			37
Share Ownership Requirement			38
2024 Director Compensation			38
Compensation Discussion and Analysis			40
I. Executive Summary			40
II. Compensation Philosophy and Design Principles			44
III. Analysis to Support the Determination of Target Total Direct Compensation			45
IV. Role of the Human Resources and Compensation Committee , Independent Advisor and Committee Actions			46
V. Compensation Program Descriptions and Compensation Decisions			47
VI. Other Compensation and Tax Matters			54

Human Resources and Compensation Committee Report			58
Executive Compensation			59
Summary Compensation Table			59
2024 Grants of Plan-Based Awards			61
Outstanding Equity Awards at December 31, 2024			63
2024 Option Exercises and Stock Vested			64
2024 Pension Benefits			64
2024 Nonqualified Deferred Compensation			66
Post-Employment Benefits			67
2024 Post-Employment Benefits Table			70
CEO Pay Ratio			71
Pay Versus Performance			72
Equity Compensation Plan Information			75
Information Concerning Voting and Solicitation			76

Security Ownership of Certain Beneficial Owners and Management			79

Certain Relationships and Related Person Transactions			81
Shareholder Proposals and Nominations			82
Householding			83
Appendix A			84



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


GENDER	RACE AND ETHNICITY	NATIONALITY	BOARD SIZE AND INDEPENDENCE


			11 out of 12 Director Nominees are Independent



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.



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


Name and Principal Position	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
D. S. Regnery Chair and Chief Executive Officer	1,456,250	—	11,066,231	3,200,068	4,867,500	6,923,052	700,686	28,213,787
C. J. Kuehn Executive Vice President and Chief Financial Officer	899,185	—	3,025,879	875,068	1,800,000	523,725	206,262	7,330,119
D. E. Simmons Group President, Americas	699,185	—	1,512,939	437,534	1,190,000	842,860	155,563	4,838,081
P. A. Camuti Executive Vice President and Chief Technology and Sustainability Officer	692,500	—	1,297,072	375,007	1,148,469	1,063,929	158,491	4,735,468
E. M. Turtz Senior Vice President and General Counsel	630,000	—	1,210,767	350,073	851,218	373,962	120,066	3,536,086



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	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



ITEM	Election of Directors The Company uses a majority of votes cast standard for the election of directors. A majority of the votes cast means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that director nominee. Each director of the Company is being nominated for election for a one-year term beginning at the end of the 2025 Annual General Meeting of Shareholders to be held on June 5, 2025 (the “Annual General Meeting”) and expiring at the end of the 2026 Annual General Meeting of Shareholders. Under our Articles of Association, if a director is not re-elected in a director election, the director shall retire at the close or adjournment of the Annual General Meeting. Director Gary Forsee is retiring at the 2025 Annual General Meeting due to reaching retirement age in accordance with our Corporate Governance Guidelines, which provide for the retirement of directors after reaching the age of 75.	The Board of Directors recommends a vote FOR the directors nominated for election listed below.


Kirk E. Arnold Independent Director Age 65 Director since 2018 Committees Human Resources and Compensation (Chair) Sustainability, Corporate Governance and Nominating Technology and Innovation Executive	Principal Occupation •Advisor to General Catalyst, a venture capital firm backing entrepreneurs, and its portfolio companies from September 2018 to Present. •Chief Executive Officer of Data Intensity from 2013 to 2017.

	Current Public Directorships •Ingersoll Rand Inc. (IR) •Thomson Reuters (TRI)	Public Directorships Held in the Past Five Years •Epiphany Technology Acquisition Corp

	Other Activities •Director of The Predictive Index •Director of HousecallPro •Former Director of Baypath University •Former Director of UP Education Network

	Skills and Experience




	Nominee Highlights Ms. Arnold’s vast experience in technology and service leadership brings critical insight into the Company’s operations, digital analytics and technologies. Ms. Arnold has served in executive positions throughout the technology industry including as COO at Avid, a technology provider to the media industry, and CEO and President of Keane, Inc., then a publicly traded billion-dollar global services provider. Ms. Arnold has also held senior leadership roles at Computer Sciences Corporation, Fidelity Investments and IBM. Ms. Arnold’s active participation in the technology and business community provides the Company ongoing insight into digital marketing and technology related issues.


Ana P. Assis Independent Director Age 50 Director since 2023 Committees Human Resources and Compensation Sustainability, Corporate Governance and Nominating Technology and Innovation	Principal Occupation •Senior Vice President, EMEA and Growth Markets (January 2024 to Present) of IBM in Europe, the Middle East and Africa (EMEA) •Chair (from January 2023 to January 2024) and General Manager (from 2022 to 2024) of IBM in EMEA. •General Manager, Client Transition Leader, IBM (from October 2020 to December 2021) •General Manager, Latin America, IBM (July 2017 to November 2020)

	Current Public Directorships •None	Public Directorships Held in the Past Five Years •None

	Other Activities •Former Director, Junior Achievement Americas

	Skills and Experience




	Nominee Highlights Ms. Assis brings more than 25 years of global leadership experience in the information technology and solutions industry. She is a recognized thought leader in areas including artificial intelligence and data responsibility. In her role as Senior Vice President, EMEA and Growth Markets of IBM in Europe, the Middle East and Africa (EMEA) she leads IBM’s business operations in EMEA, driving revenue growth, client satisfaction and employee engagement in a region with more than 100 countries. She also guides IBM’s relationship with the European Union, and has overall responsibly for market development for the company’s growth markets, including Saudi Arabia, Indonesia, Mexico, UAE, and India.


April Miller Boise Independent Director Age 56 Director since 2020 Committees Executive Human Resources and Compensation Sustainability, Corporate Governance and Nominating (Chair)	Principal Occupation •Executive Vice President and Chief Legal Officer of Intel Corporation from July 2022 to Present. •Executive Vice President and Chief Legal Officer of Eaton Corporation plc from January 2020 to June 2022. •Senior Vice President, General Counsel / Chief Legal Officer of Meritor, Inc. from August 2016 to December 2019.

	Current Public Directorships •None	Public Directorships Held in the Past Five Years •None

	Other Activities •Trustee, George W. Codrington Charitable Foundation •Director, City Club of Cleveland •Director, Rock N Roll Hall of Fame •Former Trustee, Cleveland Clinic •Former Trustee, Assembly for the Arts •Former Trustee, College Now Greater Cleveland

	Skills and Experience




	Nominee Highlights Ms. Miller Boise adds valuable perspective as we execute our climate-focused strategy and expand our global leadership in sustainability. She brings extensive experience in business strategy, strategic transactions and international growth, in addition to her deep background in corporate governance and inclusive talent management. In particular, Ms. Miller Boise’s experience working with companies in relevant industries across the global manufacturing arena including semiconductors, automotive, electrical products and services and commercial transportation brings relevant insight regarding the manufacturing industry and dynamic end markets around the world.


Mark R. George Independent Director Age 58 Director since 2022 Committees Audit Finance	Principal Occupation •President and Chief Executive Officer of Norfolk Southern Corporation from September 2024 to Present. •Executive Vice President and Chief Financial Officer of Norfolk Southern Corporation from 2019 to 2024. •Vice President and Chief Financial Officer of Carrier Global Corporation (a United Technologies Corporation business) from 2008 through 2015 and again in 2019. •Vice President and Chief Financial Officer of Otis Worldwide Corporation (a United Technologies Corporation business) from 2015 to 2019.

	Current Public Directorships •Norfolk Southern Corporation (NSC)	Public Directorships Held in the Past Five Years •None

	Other Activities •Director, Junior Achievement of Georgia

	Skills and Experience




	Nominee Highlights Mr. George brings more than 30 years of diverse and international financial management and leadership experience to our Company. He has deep experience in corporate strategy, business development including M&A and joint venture partnerships, board of director interactions, as well as investor relations. During his tenure with Raytheon Technologies Corporation, formerly United Technologies Corporation (“UTC”), Mr. George held positions of increasing responsibility in finance, treasury, planning and analysis, and information technology for several of UTC’s former businesses in the United States and Asia, including as vice president finance and chief financial officer at Otis Worldwide Corporation and Carrier Global Corporation. The Company has benefited from Mr. George’s industry and global insights, which contribute to the Company's achieving continued financial success, meeting our business goals, and furthering our sustainable climate initiatives.


John A. Hayes Independent Director Age 59 Director since 2023 Committees Human Resources and Compensation Sustainability, Corporate Governance and Nominating	Principal Occupation •Former Chairman (from 2013 to April 2023) and Chief Executive Officer (from 2011 to 2022) of Ball Corporation.

	Current Public Directorships •None	Public Directorships Held in the Past Five Years •Ball Corporation (BALL)

	Other Activities •Director, Kohler Co. •Director, Veritiv Corporation •Operating Advisor, Clayton, Dubilier & Rice •Chair, WilsonArt •Chair, Holderness School Board of Trustees

	Skills and Experience




	Nominee Highlights Mr. Hayes brings more than 30 years of leadership experience in global, industrial markets. During his tenure as Chief Executive Officer of Ball Corporation, Mr. Hayes led multiple acquisitions and strategic transactions as the corporation’s revenues doubled and its market capitalization increased sixfold. The Company benefits from Mr. Hayes’s significant experience leading a global corporation.


Ann C. Berzin Independent Director Age 73 Director since 2001 Committees Audit Finance	Principal Occupation •Chairman and Chief Executive Officer of Financial Guaranty Insurance Company (insurer of municipal bonds and structured finance obligations), a subsidiary of General Electric Capital Corporation, from 1992 to 2001.

	Current Public Directorships •None	Public Directorships Held in the Past Five Years •Exelon Corporation (EXC)

	Other Activities •Member of University of Chicago College Advisory Council

	Skills and Experience




	Nominee Highlights Ms. Berzin’s extensive experience in finance at a global diversified industrial firm and her expertise in complex investment and financial products and services bring critical insight to the Company’s financial affairs, including its borrowings, capitalization and liquidity. In addition, Ms. Berzin’s relationships across the global financial community strengthen the Company’s access to capital markets. Her board memberships have provided deep understanding of trends in the energy sector, which presents ongoing opportunities and challenges for the Company.


Linda P. Hudson Independent Director Age 74 Director since 2015 Committees Human Resources and Compensation Sustainability, Corporate Governance and Nominating Technology and Innovation (Chair)	Principal Occupation •Founder and Former Chairman and Chief Executive Officer of The Cardea Group, a business management consulting firm she founded in 2014 and sold in 2020. •Former President and Chief Executive Officer of BAE Systems, Inc. from 2009 to 2014.

	Current Directorships •Bank of America Corporation (BAC)	Public Directorships Held in the Past Five Years •TPI Composites, Inc. (TPIC)

	Other Activities •Director, University of Florida Foundation Inc. •Director, University of Florida Engineering Leadership Institute •Director, University of Florida Boosters

	Skills and Experience




	Nominee Highlights Ms. Hudson’s prior role as President and Chief Executive Officer of BAE Systems and her extensive experience in the defense and engineering sectors provides the Company with strong operational insight and understanding of matters crucial to the Company’s business. Prior to becoming Chief Executive Officer of BAE Systems, Ms. Hudson was president of BAE Systems’ Land & Armaments operating group, the world’s largest military vehicle and equipment business. A member of the National Academy of Engineering, Ms. Hudson is a recognized authority on industrial, manufacturing and operational systems. In addition, Ms. Hudson has broad experience in strategic planning and risk management in complex business environments.


Myles P. Lee Independent Director Age 71 Director since 2015 Committees Audit Finance (Chair) Executive	Principal Occupation •Director (from 2003 to 2013) and Chief Executive Officer (from 2009 to 2013) of CRH plc.

	Current Public Directorships •None	Public Directorships Held in the Past Five Years •Babcock International Group plc •UDG Healthcare plc
	Other Activities •Director, PIMCO Global Advisors (Ireland) Limited •Director, PIMCO Funds: Global Investors Series plc •Director, PIMCO Select Funds plc •Director, PIMCO Fixed Income Source ETFs plc •Director, PIMCO Funds Ireland plc •Director, PIMCO Specialty Funds Ireland plc

	Skills and Experience




	Nominee Highlights Mr. Lee’s experience as the former head of the largest public or private company in Ireland provides strategic and practical judgment to critical elements of the Company’s growth and productivity strategies, expertise in Irish governance matters and significant insight into the building and construction sector. In addition, Mr. Lee’s previous service as Finance Director and General Manager of Finance of CRH plc and in a professional accountancy practice provides valuable financial expertise to the Company.


Matthew F. Pine Independent Director Age 53 Director since 2025 Committees None	Principal Occupation •President and CEO of Xylem Inc. (2024 to present) •Senior Vice President, Chief Operating Officer of Xylem Inc. (2023-2024) •Senior Vice President, President, Applied Water, Measurement & Control Solutions, Americas Region of Xylem Inc. (2022-2023) •Senior Vice President, President, Applied Water and Americas Region of Xylem Inc. (2020-2022)

	Current Public Directorships •Xylem Inc. (XYL)	Public Directorships Held in the Past Five Years •None
	Other Activities •Member, Alliance of CEO Climate Leaders for the World Economic Forum •Member, the Business Roundtable

	Skills and Experience




	Nominee Highlights Mr. Pine brings to our Board valuable global leadership experience, and expertise in sales and marketing, business operations, supply chain, product management, innovation, technology, digital transformation and risk management, as well as extensive knowledge of the water industry and other relevant industries. He also brings deep experience leading and executing complex strategic transactions, including acquisitions and joint ventures.


David S. Regnery Chair and Chief Executive Officer Age 62 Director since 2021 Committees Executive (Chair)	Principal Occupation •Chair of the Board of Directors since January 1, 2022. •Chief Executive Officer of the Company since July 1, 2021. •President and Chief Operating Officer of the Company from 2020 to July 2021.

	Current Public Directorships •L3Harris Technologies, Inc. (LHX)	Public Directorships Held in the Past Five Years •None

	Other Activities •Member, Alliance of CEO Climate Leaders for the World Economic Forum

	Skills and Experience




	Nominee Highlights Mr. Regnery has been with the Company for his entire career. He was appointed Chief Executive Officer in July 2021 and named chair of the Company’s Board of Directors in January 2022. Previously, Mr. Regnery served as the Company’s President and Chief Operating Officer, with direct responsibility for its three regional reportable segments and full portfolio of businesses, as well as mission-critical company operations including supply chain, engineering and information technology. Throughout his tenure, Mr. Regnery has led the majority of the Company’s businesses around the world, including Commercial HVAC and Transport Refrigeration.


Melissa N. Schaeffer Independent Director Age 45 Director since 2022 Committees Audit Finance	Principal Occupation •Executive Vice President and Chief Financial Officer of Air Products and Chemicals, Inc. (2024 to present). •Senior Vice President and Chief Financial Officer of Air Products and Chemicals, Inc. (2021 to 2024). •Senior Vice President, Finance and Global Engineering, Americas, Middle East & India (2020 to 2021). •Vice President and Chief Audit Executive (2016 to 2020) of Air Products and Chemicals, Inc.

	Current Public Directorships •None	Public Directorships Held in the Past Five Years •None

	Other Activities •None

	Skills and Experience




	Nominee Highlights Ms. Schaeffer has been a finance leader in the industrial sector for more than 20 years. She has deep international, M&A, investor relations, project financing, and audit/risk management experience. Over her career, she has held positions in global finance, investor relations, project finance, compliance, accounting and risk management. In her current role, she is responsible for controller, accounting, treasury, tax, audit, investor relations and shared business functions. Ms. Schaeffer’s leadership skills and international business experience are of great value for the Company’s global financial, risk management and sustainability strategies.


John P. Surma Independent Director Age 70 Director since 2013 Committees Audit (Chair) Finance Executive	Principal Occupation •Former Chairman (from 2006 to 2013) and Chief Executive Officer (from 2004 to 2013) of United States Steel Corporation (a steel manufacturing company).

	Current Public Directorships •Marathon Petroleum Corporation (MPC) •MPLX LP (a publicly traded subsidiary of Marathon Petroleum Corporation)* (MPLX) •Public Service Enterprise Group (PEG)	Public Directorships Held in the Past Five Years •None

	* MPLX GP LLC is a Master Limited Partnership and is a consolidated subsidiary of Marathon Petroleum Corporation, which holds >50% of its voting units. We view Mr. Surma’s service on the MPLX board as an extension of his service on the Marathon Petroleum Corporation board for purposes of assessing the level of outside public board commitments.

	Other Activities •Chair and Director, University of Pittsburgh Medical Center •Trustee, University of Pittsburgh Board of Trustees •Former Director and Chair, Federal Reserve Bank of Cleveland •Former Director and Former Chair, National Safety Council •Member Emeritus and Former Chair, Allegheny Conference on Community Development

	Skills and Experience




	Nominee Highlights Mr. Surma’s experience as the former chairman and chief executive officer of a large industrial company provides significant and direct expertise across all aspects of the Company’s operational and financial affairs. In particular, Mr. Surma’s financial experience, having previously served as the chief financial officer of United States Steel Corporation and as a partner of the audit firm PricewaterhouseCoopers LLP, provides the Board with valuable insight into financial reporting and accounting oversight of a public company. Mr. Surma’s board memberships and other activities provide the Board an understanding of developments in the energy sector as the Company seeks to develop more energy-efficient operations and insight into national and international business and trade policy that could impact the Company. Subject to his re-election, Mr. Surma will be appointed as the Company’s Lead Independent Director effective as of the Annual General Meeting, succeeding Mr. Forsee who will retire from the Board at that time.



ITEM	Advisory Approval of the Compensation of Our Named Executive Officers	The Board of Directors recommends a vote FOR advisory approval of the compensation of our NEOs as disclosed in the “Compensation Discussion and Analysis,” the compensation tables, and the related disclosure contained in this Proxy Statement.


John P. Surma (Chair) Ann C. Berzin Mark R. George			Myles P. Lee Melissa N. Schaeffer


	2024 ($)	2023 ($)
Audit Fees(a)	11,325,000	10,790,000
Audit-Related Fees(b)	871,000	377,000
Tax Fees(c)	1,305,000	2,070,000
All Other Fees(d)	8,000	18,000
Total	13,509,000	13,255,000



ITEM	Renewal of the Directors’ Existing Authority to Issue Shares	The Board of Directors recommends that you vote FOR renewing the Directors’ authority to issue shares.



ITEM	Renewal of the Directors’ Existing Authority to Issue Shares for Cash Without First Offering Shares to Existing Shareholders	The Board of Directors recommends that you vote FOR renewing the Directors’ authority to issue shares for cash without first offering shares to existing shareholders.



ITEM	Determine the Price at which the Company Can Reallot Shares Held as Treasury Shares	The Board of Directors recommends that shareholders vote FOR the proposal to determine the price at which the Company can reallot shares held as treasury shares.



BOARD OF DIRECTORS

•The Board of Directors focuses on the Company’s general risk management strategy and the most significant risks facing the Company and ensures that appropriate risk mitigation strategies are implemented by management. •The full Board has oversight of strategic Human Capital Management risks and opportunities including succession planning, culture, employee engagement, employee health and safety and development. •The full Board has ultimate oversight for risks relating to our cybersecurity program, risks, and practices and receives regular updates from our internal cybersecurity team on cybersecurity risks and threats. •The Board regularly receives reports from each Committee as to risk oversight within its areas of responsibility.





BOARD COMMITTEES

Audit Committee •Oversees risks associated with the Company’s systems of disclosure controls and internal controls over financial reporting, as well as the Company’s compliance with legal and regulatory requirements. •Oversees the Company’s internal audit function. •Oversees the Company’s cybersecurity programs and risks, including Board level oversight for management’s actions with respect to: (1)the practices, procedures and controls to identify, assess and manage its key cybersecurity programs and risks; (2)the protection, confidentiality, integrity and availability of the Company’s digital information, intellectual property and compliance-protected data through the associated networks as it relates to connected networks, suppliers, employees and channel partners; and (3)the protection and privacy of data related to our customers. •Discusses with management and the independent auditors the Company’s policies with respect to risk assessment and risk management, including the review and approval of a risk-based audit plan.			Human Resources and Compensation Committee •Considers risks related to the attraction, retention of talent and risks related to the design of compensation programs and arrangements, and related risk-mitigating provisions. Sustainability, Corporate Governance and Nominating Committee •Oversees risks associated with Board succession, conflicts of interest, corporate governance and sustainability. •Oversees risks associated with the Company’s performance against its sustainability objectives, including the impacts of climate change. Finance Committee •Oversees risks associated with foreign exchange, insurance, liquidity, credit and debt. Technology and Innovation Committee •Considers risks associated with technologies that can have a material impact on the Company, including product and process development technologies, manufacturing technologies and practices, and the utilization of quality assurance programs.





MANAGEMENT

•Identification, assessment and management of risks through the Company’s Enterprise Risk Intelligence program and Committee. •The Enterprise Risk Intelligence program and Committee are responsible for identifying and managing strategic risks within the Company’s risk appetite and providing reasonable assurance regarding the achievement of these objectives. •Risks are prioritized based upon potential impact, likelihood and vulnerability; an owner is assigned to each risk area to develop a risk mitigation strategy; and key risk indicators are utilized to track progress against these objectives. The risk universe is reviewed regularly to ensure the Company is addressing any potential changes in the risk landscape. •The Company has appointed the Chief Financial Officer (“CFO”) as its Chief Risk Officer, and in that role, the Chief Risk Officer periodically reports on risk management policies and practices to the relevant Board Committee or to the full Board so that any decisions can be made as to any required changes in the Company’s risk management and mitigation strategies or in the Board’s oversight of these. The Chief Risk Officer also reports on specific risks and risk mitigation action plans, including risk indicators to track progress.


	SPOTLIGHT: RISK OVERSIGHT


Business Strategy One of the primary responsibilities of the Board of Directors is to review and monitor implementation of management’s strategic plans. Our Directors have deep experience and expertise in strategic planning and execution and use their experience to engage in active dialogue with management. The Board of Directors evaluates strategic plans through regular discussions as part of Board meetings and during strategic planning sessions dedicated to these topics.		Environmental, Social and Governance Matters The Sustainability, Corporate Governance and Nominating Committee of our Board of Directors oversees risks associated with corporate governance and sustainability. The Sustainability, Corporate Governance and Nominating Committee monitors the Company’s performance against its sustainability objectives including the impacts of climate change. The Sustainability, Corporate Governance and Nominating Committee also evaluates social and environmental trends and issues in connection with the Company’s business activities and makes recommendations to the Board regarding those trends and issues. The Technology and Innovation Committee assists the Board in its oversight of the Company’s responses to certain environmental matters including climate change, greenhouse gas emissions, energy-efficient and low-emissions products and product life cycle and materials, and supports as needed the Sustainability, Corporate Governance and Nominating Committee in its review of environmental and sustainability practices.


Human Resources and Compensation As part of its oversight of the Company’s executive compensation program, the Human Resources and Compensation Committee considers the impact of the Company’s executive compensation program and the incentives created by the compensation awards that it administers on the Company’s risk profile. In addition, the Company reviews all of its compensation policies and procedures, including the incentives that they create and factors to reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company. Based on this review, the Company has concluded that its compensation policies and procedures are not reasonably likely to have a material adverse effect on the Company. The Human Resources and Compensation Committee reviews and discusses with the Sustainability, Corporate Governance and Nominating Committee and the Audit Committee, as appropriate, the Company’s “Human Capital Management” disclosure in the Company’s Annual Report on Form 10-K. The Human Resources and Compensation Committee also sets, reviews and approves annual financial and sustainability factors for purposes of the Company’s Annual Incentive Matrix. The Human Resources and Compensation Committee also reviews at least annually and discusses with management key human resource management initiatives related to leadership talent recruitment, retention, culture and inclusion, pay equity and hourly wages. The Human Resources and Compensation Committee also oversees the Company’s stock ownership and clawback/recoupment policies.		Cybersecurity Our Board of Directors has ultimate oversight of the risks relating to our cybersecurity program and practices. Our cybersecurity strategy is overseen by the Audit Committee of our Board of Directors and directed by our Executive Vice President and Chief Financial Officer. Our cybersecurity strategy, programs and policies are designed to protect the Company’s most important information and technology assets from an ever-evolving landscape of threats. Our program includes standard work designed to enable the Company to respond to and recover from disastrous events, including ransomware and other cybersecurity threats. Our Audit Committee: •Maintains appropriate oversight of the Company’s Information Technology, Operating Technology, and Product cybersecurity governance, strategy and compliance. •Oversees management’s implementation of cybersecurity programs and risk policies and procedures and oversees management’s actions to ensure their effectiveness in maintaining the integrity of the Company’s electronic systems and facilities. •Oversees the Company’s efforts to comply with regulatory requirements relating to cybersecurity matters, including but not limited to the implementation of any remediation or other measures in response to regulatory findings. Senior management briefs the Audit Committee regarding cybersecurity at least two times per year and reports to the Board on a regular basis. The Audit Committee is also informed on a quarterly basis of any material cybersecurity matters. We have cybersecurity insurance and we regularly review our policy and levels of coverage based on current risks. All salaried employees and contractors with system access complete an annual cybersecurity training program, where specific threats and scenarios are highlighted, based on our analysis of current risks to the organization. The Technology and Innovation Committee supports, as requested, the Audit Committee in its review of the Company’s information technology and cybersecurity policies and practices.


Audit Committee Meetings in 2024: 9 Members John P. Surma (Chair) Ann C. Berzin Mark R. George Myles P. Lee Melissa N. Schaeffer			Key Functions •Review annual audited and quarterly financial statements, as well as the Company’s disclosures under “Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” in the Company’s Annual Report on Form 10-K with management and the independent auditors. •Obtain and review periodic reports, at least annually, from management assessing the effectiveness of the Company’s internal controls and procedures for financial reporting. •Review and discuss with management and the independent auditors, as applicable, significant legislative, regulatory, and other developments regarding Environmental, Social, and Governance (“ESG”) reporting and disclosures and the internal controls and procedures related to ESG disclosures. •Review and discuss with management and the Sustainability, Corporate Governance and Nominating Committee, as applicable, the types of information to be included in the Company’s ESG disclosures within the Company’s periodic financial reports; the alignment of the Company’s financial reporting and ESG disclosures; and the internal controls and procedures related to ESG disclosures, including any assurance being provided by the independent auditor or other third party with respect to ESG disclosures. •Review the Company’s processes to assure compliance with all applicable laws, regulations and corporate policy. •Recommend the public accounting firm to be proposed for appointment by the shareholders as our independent auditors and review the performance of the independent auditors. •Review the scope of the audit and the findings and approve the fees of the independent auditors. •Approve in advance, subject to and in accordance with applicable laws and regulations, permitted audit and non-audit services to be performed by the independent auditors. •Satisfy itself as to the independence of the independent auditors and ensure receipt of their annual independence statement. •Discuss with management and the independent auditors the Company’s policies with respect to risk assessment and risk management, including the review and approval of a risk-based audit plan. •Oversee the Company’s cybersecurity programs and risks. •Oversee the control environment with respect to key metrics included in the Company’s annual sustainability report. •Review the Company’s internal audit organization, including its effectiveness and efficiency, and the objectives and scope of the internal audit function and examinations. •Review and discuss with management and the Sustainability, Corporate Governance and Nominating Committee and the Human Resources and Compensation Committee, as appropriate, the “Human Capital Management” disclosure to be included in the Company’s Annual Report on Form 10-K.


			The Board of Directors has determined that each member of the Audit Committee is “independent” for the purposes of the applicable rules and regulations of the SEC, as defined in the NYSE listing standards and the Company’s Corporate Governance Guidelines, and has determined that all members meet the qualifications of an “audit committee financial expert,” as that term is defined by rules of the SEC. In addition, each member of the Audit Committee qualifies as an independent director, meets the financial literacy and independence requirements of the SEC and the NYSE applicable to audit committee members and possesses the requisite competence in accounting or auditing in satisfaction of the requirements for audit committees prescribed by the Companies Act 2014. A copy of the charter of the Audit Committee is available on our website, www.tranetechnologies.com, under the heading “About Us—Corporate Governance – Board Committees and Charters.”


Human Resources and Compensation Committee Meetings in 2024: 6 Members Kirk E. Arnold (Chair) Ana P. Assis April Miller Boise John A. Hayes Linda P. Hudson			Key Functions •Establish our executive compensation strategies, policies and programs. •Review and approve the goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer’s performance against those goals and objectives and set the Chief Executive Officer’s compensation level based on this evaluation. The Human Resources and Compensation Committee Chair presents all compensation decisions pertaining to the Chief Executive Officer to the full Board of Directors (other than Mr. Regnery). •Periodically review the Company’s executive compensation philosophy and peer groups used to benchmark pay levels, design practices, and related performance. •Approve compensation of all other elected officers. •Review and approve executive compensation and benefit programs. •Administer the Company’s equity compensation plans. •Review and assess the appropriateness of the material risks, if any, arising from or related to the Company’s compensation programs or arrangements. •Oversee and approve any changes to the Company’s clawback policy. •At least annually, review and discuss with the Sustainability, Corporate Governance and Nominating Committee and the Audit Committee, as appropriate, the Company’s “Human Capital Management” disclosure for the Company’s Annual Report on Form 10-K. •Set, review and approve annual financial metrics and sustainability factors for purposes of the Company’s Annual Incentive Matrix Program. •Review, at least annually and discuss with management, key human resource management initiatives related to leadership talent recruitment/retention, culture and inclusion, pay equity and hourly wages. •Review and recommend significant changes in principal employee benefit programs. •Approve and oversee Human Resources and Compensation Committee consultants. •Review and consider the results of shareholder advisory votes and shareholder feedback, if any, regarding the Company’s executive compensation program and recommend to the Board whether and how to respond to such votes. •Approve and monitor compliance with stock ownership requirements that are applicable to employees of the Company.


			For a discussion concerning the processes and procedures for determining NEO and director compensation and the role of executive officers and compensation consultants in determining or recommending the amount or form of compensation, see “Compensation Discussion and Analysis” and “Compensation of Directors,” respectively. The Board of Directors has determined that each member of the Human Resources and Compensation Committee is “independent” as defined in the NYSE listing standards and the Company’s Corporate Governance Guidelines. In addition, the Board of Directors has determined that each member of the Human Resources and Compensation Committee qualifies as a “Non-Employee Director” within the meaning of Rule 16b-3 of the Exchange Act. A copy of the charter of the Human Resources and Compensation Committee is available on our website, www.tranetechnologies.com, under the heading “About Us—Corporate Governance – Board Committees and Charters.”


Sustainability, Corporate Governance and Nominating Committee Meetings in 2024: 5 Members April Miller Boise (Chair) Kirk E. Arnold Ana P. Assis John A. Hayes Linda P. Hudson			Key Functions •Identify individuals qualified to become directors and recommend the candidates for all directorships. •Recommend individuals for election as officers. •Oversee the Company’s sustainability efforts including the development and implementation of policies relating to sustainability issues. •Monitor the Company’s performance against its sustainability objectives including the impacts of climate change. •Review the Company’s Corporate Governance Guidelines and make recommendations for changes. •Consider questions of independence of directors and possible conflicts of interest of directors as well as executive officers. •Take a leadership role in shaping the sustainability efforts and corporate governance of the Company. •Coordinate with the Audit Committee concerning information to be included in the Company’s sustainability disclosures within the Company’s periodic financial reports; the alignment of the Company’s financial reporting and sustainability disclosures; and the internal controls and procedures related to such disclosures, including any assurance being provided by the independent auditor or other third party with respect to such disclosures. •Evaluate social and environmental trends and issues in connection with the Company’s business activities and make recommendations to the Board regarding those trends and issues.


			The Board of Directors has determined that each member of the Sustainability, Corporate Governance and Nominating Committee is “independent” as defined in the NYSE listing standards and the Company’s Corporate Governance Guidelines. A copy of the charter of the Sustainability, Corporate Governance and Nominating Committee is available on our website, www.tranetechnologies.com, under the heading “About Us—Corporate Governance – Board Committees and Charters.”


Finance Committee Meetings in 2024: 5 Members Myles P. Lee (Chair) Ann C. Berzin Mark R. George Melissa N. Schaeffer John P. Surma			Key Functions •Consider and recommend for approval by the Board of Directors (a) issuances of equity and/or debt securities; or (b) authorizations for other financing transactions, including bank credit facilities. •Consider and recommend for approval by the Board of Directors the repurchase of the Company’s shares. •Review cash management policies. •Review periodic reports of the investment performance of the Company’s employee benefit plans. •Annual review of capital deployment priorities with management. •Consider and recommend for approval by the Board of Directors the Company’s external dividend policy. •Consider and approve the Company’s financial risk management activities, including the areas of foreign exchange, commodities, and interest rate exposures, insurance programs and customer financing risks.


			The Board of Directors has determined that each member of the Finance Committee is “independent” as defined in the NYSE listing standards and the Company’s Corporate Governance Guidelines. A copy of the charter of the Finance Committee is available on our website, www.tranetechnologies.com, under the heading “About Us—Corporate Governance – Board Committees and Charters.”


Executive Committee Meetings in 2024: None Members David S. Regnery (Chair) Kirk E. Arnold (Chair of the Human Resources and Compensation Committee) April Miller Boise (Chair of the Sustainability, Corporate Governance and Nominating Committee) Gary D. Forsee (Lead Independent Director) Myles P. Lee (Chair of the Finance Committee) John P. Surma (Chair of the Audit Committee)			Key Functions •Aid the Board in handling matters which, in the opinion of the Chair or Lead Independent Director, should not be postponed until the next scheduled meeting of the Board (except as limited by the charter of the Executive Committee).


			The Board of Directors has determined that each member of the Executive Committee (other than Mr. Regnery) is “independent” as defined in the NYSE listing standards and the Company’s Corporate Governance Guidelines. A copy of the charter of the Executive Committee is available on our website, www.tranetechnologies.com, under the heading “About Us—Corporate Governance – Board Committees and Charters.”