8-K
Trane Technologies plc (TT)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549____________________________________________
FORM 8-K____________________________________________
CURRENT REPORTPursuant to Section 13 or 15 (d) of TheSecurities Exchange Act of
1934
Date of Report (Date of earliest event reported) — October 12, 2022 ____________________________________________
TRANE TECHNOLOGIES
PLC (Exact name of registrant as specified in its charter) ____________________________________________
| Ireland | 001-34400 | 98-0626632 |
|---|---|---|
| (State or other<br>jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification<br>No.) |
170/175 Lakeview Drive Airside Business Park Swords Co. Dublin Ireland (Address of principal executive offices, including zip code)
+(353)(0)18707400
(Registrant’s phone number, including area code)
N/A (Former name or former address, if changed since last report) ____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to<br>Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to<br>Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Ordinary Shares, Par Value $1.00 per<br>Share | TT | New York Stock<br>Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item<br>5.02. | Departure of Directors or<br>Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements<br>of Certain Officers |
|---|
On October 12, 2022, the Board of Directors (the “Board”) of Trane Technologies plc (the “Company”) appointed Mark Majocha, age 50, as Vice President and Chief Accounting Officer, effective as of December 1, 2022 (the “Effective Date”). Mr. Majocha will also serve as Principal Accounting Officer of the Company beginning on the Effective Date. Mr. Majocha currently serves as Vice President, Finance CHVAC Americas of the Company, a position he has held since April 2020. From July 2018 to April 2020, he served as Vice President, Corporate Development of the Company. Prior to that, Mr. Majocha served in a variety of finance roles at the Company.
Mr. Majocha will receive a base salary of $425,000 annually. His Annual Incentive Matrix Program (“AIM”) target is set at 60% and his annual equity award opportunity target is set at $350,000. Mr. Majocha is eligible to participate in other benefit programs available to the Company’s executive officers.
Mr. Majocha will also enter into a Change in Control Agreement with the Company. In the event of a change in control, Mr. Majocha will receive a severance payment equal to two times his base salary plus his AIM target.
The foregoing summary of Mr. Majocha compensation is qualified in its entirety by reference to the complete employment agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference.
There are no transactions between Mr. Majocha and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and
Exhibits
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Mark Majocha Offer Letter dated<br>October 12, 2022. |
| 104 | Cover Page Interactive Data File<br>(embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRANE TECHNOLOGIES<br>PLC | ||
|---|---|---|
| (Registrant) | ||
| Date: | October 14, 2022 | /s/ Evan M. Turtz |
| Evan M. Turtz, Senior Vice<br>President, | ||
| General Counsel and<br>Secretary | ||
 |
Trane Technologies <br>800-E Beaty Street<br><br>Davidson, NC 28036 | |
| --- | --- | |
| October 12,<br>2022 |
Mark Majocha 409 Grasshopper Circle Mooresville, NC 28117
Dear Mark:
I am pleased to offer you the position of Vice President and Chief Accounting Officer reporting directly to me. This position will be located in Davidson, North Carolina and becomes effective on December 1, 2022. In this role, you will be appointed an Executive Officer of Trane Technologies plc (the "Company"). I look forward to your acceptance of this offer and the contributions you will make in this assignment.
The following summarizes the impact of this new assignment on your compensation and benefits.
| 1. | Your new base salary<br>will become effective on December 1, 2022 and will be set at an annual rate of 425,000 (Four<br>Hundred Twenty-Five Thousand U.S. dollars) paid monthly. This represents an increase of 20,671, or<br>5.1%, above your current base salary of 404,329. |
|---|---|
| 2. | Your Annual Incentive Matrix<br>(“AIM”) target opportunity will increase from 55% to 60%<br>of your base salary. When you take into account your new base salary and new AIM target, your<br>annualized cash incentive target will increase from 222,381 to 255,000, or by 32,619 (14.7%).<br>The actual award that you may receive can range from 0% to 200% of the targeted amount depending<br>upon your performance and the performance of the Company. For 2022, your AIM award will be prorated<br>reflecting time in each role: |
| ● | |
| ● | |
| 3. | Effective for the February 2023 grant, your<br>annual Long-Term Incentive (“LTI”) target will<br>increase from 230,000 to 350,000, or by 120,000 (52.2%). Your<br>grant target value will be awarded in two parts: |
| ● |
All values are in US Dollars.
| Mr. Mark Majocha | October 12,<br>2022 |
|---|---|
| Performance Share Unit<br>(“PSUs”): Starting with performance year 2023, your<br>annual PSU target award, granted under the Performance Share Plan<br>(“PSP”), will increase from $92,000 to $175,000, or by<br>$83,000. The target award value will be converted into PSUs based on the fair market value of Trane<br>Technologies’ ordinary shares<br>on the date the Committee approves the award. PSUs are based on performance over a three-year<br>period and settled in ordinary shares of the Company. At this time, the actual number of PSUs<br>earned will be based on Trane Technologies’ Cash Flow Return on Invested Capital (“CROIC”)<br>and Total Shareholder Return<br>(“TSR”) both relative to the S&P 500 Industrials<br>Index over the 2023 to 2025 performance period and can range from 0% to 200% of the target number<br>of PSUs. PSP performance goals are subject to change for future performance periods at the<br>discretion of the Committee. | |
| --- | --- |
| As a senior leader, you are subject to the<br>Company’s share ownership requirements, which means you are<br>required to achieve and maintain ordinary shares or share equivalents of the Company at a value of<br>two times (2x) your annual base salary. You will have a five-year period from the effective date of<br>your promotion to achieve this ownership at a rate of 20% per year. | |
| When you consider each of the items above,<br>your Total Annual Direct Compensation target has increased from 856,710 to 1,030,000, or by<br>173,290 (20.2%). Your revised compensation is summarized in the attached Compensation Adjustment<br>Notice. | |
| 5. | |
| You are eligible for financial and<br>retirement counseling services through a provider of your choice. These services include tax,<br>estate, and financial planning assistance up to $11,000 for the first year (and final year) and up<br>to $9,000 for each subsequent year. The cost for these services is imputed to your annual income<br>based upon receipts submitted for qualified services. | |
| You will be eligible for an enhanced<br>Executive Long-Term Disability ("LTD") program that covers annual incentive compensation in<br>addition to base salary and provides a greater benefit than offered in the standard group<br>program. | |
| You will be provided with a Change in<br>Control Agreement ("CIC Agreement"), which provides economic security in the form of cash payments<br>to the participant and enhanced coverage under certain benefit plans in the event of job loss<br>caused by the sale of all or a substantial part of the Company. Your severance payment under a<br>Change in Control (as defined in the CIC Agreement) would be equal to 2 times your base salary plus<br>your AIM. The actual agreement will be sent to you shortly after you assume this new<br>role. |
All values are in US Dollars.
| Mr. Mark Majocha | October 12,<br>2022 | |
|---|---|---|
| 6. | You will also continue to participate in the following programs,<br> subject to the terms of applicable plan documents: | |
| --- | --- | --- |
| a. | Executive Deferred Compensation Plan. | |
| b. | Executive Health Program | |
| c. | Key Management Plan (“KMP”) | |
| d. | All employee benefit programs offered to Trane Technologies salaried employees in accordance with the terms and conditions of those programs. | |
| 7. | Based on your role in the Company, you are restricted from transactions involving ordinary shares of Company stock (exercising options, moving in or out of ordinary shares held in company plans, or buying or selling ordinary shares on the open market) except during designated window periods. You will receive communication from the Corporate Secretary when window periods are open along with instructions on how to execute transactions. |
Mark, we all believe that you will make a significant contribution in this new position. To accept this offer, please sign the candidate acceptance below and the attached Non-Competition Agreement and return them to Mairead Magner. The Proprietary Agreement you executed online at an earlier date remains in force. If you have any questions about this offer, please feel free to call Mairead Magner at (704) 990-3019 or Lynn Castrataro at (732) 325-7069.
Sincerely,
/s/ Chris Kuehn
Chris Kuehn EVP and Chief Financial Officer
cc: Mairead Magner Lynn Castrataro
Attachments: Non-Competition Agreement
CANDIDATE ACCEPTANCE
I accept the terms associated with the role of Vice President and Chief Accounting Officer and agree to the conditions in this letter.
| /s/ Mark A. Majocha | 10/12/2022 |
|---|---|
| Mr. Mark A. Majocha | Date |