Trane Technologies plc DEF 14A, filed Apr 21, 2023

Trane Technologies plc (TT)

DEF 14A 2023-04-21

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Added on June 12, 2026

About this DEF 14A

Trane Technologies plc filed this DEF 14A on April 21, 2023.

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☐			Preliminary Proxy Statement
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☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


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KIRK E. ARNOLD	ANN C. BERZIN	APRIL MILLER BOISE	JOHN BRUTON


JARED L. COHON	GARY D. FORSEE	MARK R. GEORGE	JOHN A. HAYES


LINDA P. HUDSON	MYLES P. LEE	DAVID S. REGNERY	MELISSA N. SCHAEFFER


JOHN P. SURMA	TONY L. WHITE


A Letter from Our Board of Directors			1
Notice of 2023 Annual General Meeting of Shareholders			2
Trane Technologies 2022 Performance Highlights			4
Proxy Voting Roadmap			8
Proposals Requiring Your Vote			15
Item 1. Election of Directors			15
Item 2. Advisory Vote on Frequency of Advisory Vote on Executive Compensation			23
Item 3 . Advisory Approval of the Compensation of Our Named Executive Officers			24
Item 4 . Approval of Appointment of Independent Auditors			24
Item 5. Renewal of the Directors’ Existing Authority to Issue Shares			26
Item 6 . Renewal of the Directors’ Existing Authority to Issue Shares for Cash Without First Offering Shares to Existing Shareholders			27
Item 7 . Determine the Price at which the Company Can Re-Allot Shares Held as Treasury Shares			28
Corporate Governance			29
Corporate Governance Guidelines			29
Role of the Board of Directors			29
Board Responsibilities			29
Board Leadership Structure			29
Board Risk Oversight			31
Director Compensation and Share Ownership			33
Board Committees			33
Board Diversity			33
Board Advisors			33
Executive Sessions			33
Board and Board Committee Performance Evaluation			33
Director Orientation and Education			33
Director Retirement			34
Director Independence			34
Communications with Directors			34
Management Succession Planning			34
Code of Conduct			35
Anti-Hedging Policy and Other Restrictions			35
Investor Outreach			35
Sustainability			35
Committees of the Board and Attendance			36
Human Resources and Compensation Committee Interlocks and Insider Participation			40


Compensation of Directors			41
Director Compensation			41
Share Ownership Requirement			42
2022 Director Compensation			42
Compensation Discussion and Analysis			44
I. Executive Summary			44
II. Compensation Philosophy and Design Principles			48
III. Analysis to Support the Determination of Target Total Direct Compensation			49
IV. Role of the Committee, Independent Advisor and Committee Actions			50
V. Compensation Program Descriptions and Compensation Decisions			51
VI. Other Compensation and Tax Matters			56

Human Resources and Compensation Committee Report			59
Executive Compensation			60
Summary Compensation Table			60
2022 Grants of Plan-Based Awards			62
Outstanding Equity Awards at December 31, 2022			64
2022 Option Exercises and Stock Vested			65
2022 Pension Benefits			65
2022 Nonqualified Deferred Compensation			67
Post-Employment Benefits			68
2022 Post-Employment Benefits Table			71
CEO Pay Ratio			72
Pay Versus Performance			72
Equity Compen sation 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
Househ olding			83
Appendix A			84


						ESG PERFORMANCE HIGHLIGHTS
						Environmental •First in our industry, and one of the first 11 companies worldwide, to have our net zero carbon emissions targets approved by the Science Based Targets initiative (“SBTi”), a coalition of the Carbon Disclosure Project, the United Nations Global Compact, World Resources Institute and the World Wide Fund for Nature •Pledged to procure, specify or stock 50% net-zero steel by 2030 and 100% net-zero steel by 2050 as a member of SteelZero. Announced contracts to purchase low-carbon steel to further reduce the carbon emissions throughout the Company’s supply chain •Named to S&P Dow Jones Sustainability World Index for second consecutive year and North America Index for 12th consecutive year •Recognized for corporate environmental transparency by the Climate Disclosure Project, securing a place on its annual A-list, one of 283 companies out of 15,000 •Began an initiative to accelerate the decarbonization of our facilities by 25% by the year 2025 and to achieve our carbon-neutral operations goal early
						Social •Continued broad approach to Human Capital Management across engagement, development, diversity and inclusion: •Maintained strong employee engagement with year-over-year improvement in our employee engagement score •Our Employee Value Proposition (“EVP”), which connects team members to our Company’s purpose, strategies and leadership principles, is representative of our entire employee population, inclusive of every role in the organization •Through Trane Technologies University, we provide our team members with comprehensive learning and development solutions designed to support them as they grow in their careers •Launched The Inclusive Culture Learning Experience to all people leaders •Supported employee well-being with the launch of a mental health hub and improvements to certain local paid time off programs •Shifted our tuition support approach from offering tuition reimbursement to offering tuition advancement •Ranked 18th on the 2023 JUST 100 list, named first in the Building Materials & Construction industry and ranked as the best company in industry for communities and workers. Recognized as one of America’s Most JUST Companies for the sixth consecutive year •Received wide recognition as an employer of choice: •Forbes World’s Best Employers 2022, second consecutive year •Disability Equality Index (“DEI”), top scorer (100%) •Great Place to Work® (Belgium, Ireland, USA) •Fortune World’s Most Admired Companies 2022, 11th consecutive year •Fortune Best Workplaces in Manufacturing and Production 2022, top ten •Military Times 2022 Best for Vets Employers List •Expanded Sustainable Futures, our corporate citizenship strategy, through a partnership with Discovery Education to provide STEM and sustainability tools to teachers in at-risk districts •Continued Operation Possible, our innovation initiative to source social and environmental impact ideas from employees. Our ideas were put into practice to fight food loss by developing a cooling cart for street vendors
						Governance •Developed compliance controls for ESG metrics and process to be maintained quarterly and annually •Completed non-financial materiality assessment refresh •Conducted Task Force on Climate-related Financial Disclosures (“TCFD”) Climate Scenario Analysis to identify risks and opportunities •Continued to reinforce leadership accountability for 2030 Commitments with ESG modifier for annual incentive program for executives and senior leaders, with progress towards greenhouse gas reduction and diverse representation •Conducted ESG training with the Board with a focus on sustainability disclosure and emerging regulatory requirements •Continued to develop next generation of talent and conducted ongoing leadership succession planning sessions with the Board
For more information regarding our Company’s commitment to leadership in ESG matters and our achievements in these areas, please also see our 2022 Annual Report to Shareholders included in these proxy materials and our ESG Report available on our website located at www.tranetechnologies.com/ESG. Our 2022 ESG Report is expected to be available on or around April 26, 2023.



ITEM	Election of Directors •10 out of 11 Director nominees are independent. •The Board of Directors is nominating five female directors, one Black director and one non-U.S. director out of a total of 11 directors. •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 15 for further information


GENDER	RACE AND ETHNICITY	NATIONALITY	BOARD SIZE AND INDEPENDENCE


			10 out of 11 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 including recommendations based on reviews of diversity and the Board’s skill and experience matrix.

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 six years and has included a diverse slate of candidates from a gender, racial and ethnic diversity perspective. The Board intends to continue to consider diverse candidates including from a gender diversity and racial and ethnic diversity perspective for each available board seat in each board member search that it conducts. 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, diversity, 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.


•Substantial majority of independent director nominees (10 of 11) •Annual election of directors •Majority vote for directors •Lead Independent Director •Board oversight of risk management •Succession planning at all management levels, including for Board Members and Chair and Chief Executive Officer			•Annual Board and committee self-assessments •Executive sessions of non-management directors •Continuing director education •Meaningful executive and director stock ownership guidelines •Board oversight of enterprise-wide sustainability program and strategy



ITEM	Advisory Vote on Frequency of Advisory Vote on Executive Compensation •We are asking you to consider an advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years.	The Board of Directors recommends a vote FOR “Every One Year”.
		See page 23 for further information



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 92% in favor of the Company’s Advisory Approval of the Compensation of our Named Executive Officers (“NEOs”) at our 2022 Annual General Meeting.	The Board of Directors recommends a vote FOR this item.
		See page 24 for further information


Name and Principal Position	Year	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	2022	1,237,500	—	6,082,088	2,000,006	3,029,377	—	421,224	12,770,195
C. J. Kuehn Executive Vice President and Chief Financial Officer	2022	762,500	—	1,900,662	625,024	1,252,143	—	172,830	4,713,159
P. A. Camuti Executive Vice President and Chief Technology and Sustainability Officer	2022	633,750	—	1,140,634	375,015	799,021	—	103,565	3,051,985
E. M. Turtz Senior Vice President and General Counsel	2022	593,750	—	1,064,548	350,035	616,891	—	91,407	2,716,631
R. D. Pittard Executive Vice President Supply Chain, Engineering and Information Technology	2022	581,875	—	579,764	196,893	711,903	—	104,907	2,175,342



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 24 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 26 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 28 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 2023 Annual General Meeting of Shareholders to be held on June 1, 2023 (the “Annual General Meeting”) and expiring at the end of the 2024 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. Our Corporate Governance Guidelines provide for the retirement of directors after reaching the retirement age of 75. In 2022, an exception was made to allow Mr. Bruton and Mr. White to remain members of the Board of Directors to provide continuity after the Company’s CEO succession. They, along with Mr. Cohon, who turned age 75 prior to the 2023 Annual General Meeting, are retiring at the 2023 Annual General Meeting in accordance with our Corporate Governance Guidelines.	The Board of Directors recommends a vote FOR the directors nominated for election listed below.


Kirk E. Arnold Independent Director Age 63 Director since 2018 Committees Human Resources and Compensation Sustainability, Corporate Governance and Nominating Technology and Innovation	Principal Occupation •Executive in Residence of General Catalyst, a venture capital firm backing entrepreneurs, 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 •None

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

	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.


Ann C. Berzin Independent Director Age 71 Director since 2001 Committees Audit Finance (Chair) Executive	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 •Exelon Corporation	Public Directorships Held in the Past Five Years •None

	Other Activities •Member of University of Chicago College Advisory Council •Director of Baltimore Gas & Electric Company

	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 provide deep understanding of trends in the energy sector, which presents ongoing opportunities and challenges for the Company.


April Miller Boise Independent Director Age 54 Director since 2020 Committees Audit Finance	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 •Federal Home Loan Bank, Cincinnati

	Other Activities •Trustee, Cleveland Clinic •Director, City Club of Cleveland •Trustee, George W. Codrington Charitable Foundation •Trustee, Assembly for the Arts •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.


Gary D. Forsee Lead Independent Director Age 73 Director since 2007 Committees Human Resources and Compensation Sustainability, Corporate Governance and Nominating (Chair) Executive Technology and Innovation	Principal Occupation •President, University of Missouri System from 2007 to 2011. •Chairman of the Board (from 2006 to 2007) and Chief Executive Officer (from 2005 to 2007) of Sprint Nextel Corporation (a telecommunications company).

	Current Public Directorships •Ingersoll Rand Inc. (IR)	Public Directorships Held in the Past Five Years •DST Systems Inc. •Evergy, Inc.

	Other Activities •Director, Kansas City Police Foundation

	Skills and Experience




	Nominee Highlights In addition to his broad operational and financial expertise, Mr. Forsee’s experience as chairman and chief executive officer with one of the largest U.S. firms in the global telecommunications industry offers a deep understanding of the challenges and opportunities within markets experiencing significant technology-driven change. His role as president of a major university system provides insight into the Company’s talent development initiatives, which remain a critical enabler of the Company’s long-term success. Mr. Forsee’s experience serving on the board of an energy services utility also benefits the Company as it seeks to achieve more energy-efficient operations and customer solutions.


Mark R. George Independent Director Age 56 Director since 2022 Committees Human Resources and Compensation Sustainability, Corporate Governance and Nominating	Principal Occupation •Executive Vice President and Chief Financial Officer of Norfolk Southern Corporation from 2019 to Present. •Vice President and Chief Financial Officer of Carrier Global Corporation (a United Technologies Corporation business) in 2019. •Vice President and Chief Financial Officer of Otis Worldwide Corporation (a United Technologies Corporation business) from 2015 to 2019.

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

	Other Activities •None

	Skills and Experience




	Nominee Highlights Mr. George brings 33 years of diverse and international financial management and leadership experience to our Company. He has deep experience in business development, joint venture partnerships, board of director interactions, as well as investor communications/interface. 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 will benefit 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 57 Director since 2023 Committees Human Resources and Compensation Sustainability, Corporate Governance and Nominating	Principal Occupation •Chairman, Ball Corporation (from 2013 to April 26, 2023) and Chief Executive Officer (from 2011 to 2022).

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

	Other Activities •Director, Kohler Co. •Operating Advisor, Clayton, Dubilier & Rice

	Skills and Experience




	Nominee Highlights Mr. Hayes brings more than 30 years of leadership experience in global, industrial markets. He is retiring effective April 26, 2023 from his role as chairman of Ball Corporation, a supplier of aluminum packaging solutions as well as aerospace and other technologies and services. He has served as chairman since 2013 and chief executive officer from 2011 to April 2022. During his tenure as CEO, he led multiple acquisitions and strategic transactions as the corporation’s revenues doubled and its market capitalization increased sixfold. The Company will benefit from Mr. Hayes’s significant experience leading a global corporation.


Linda P. Hudson Independent Director Age 72 Director since 2015 Committees Human Resources and Compensation Sustainability, Corporate Governance and Nominating Technology and Innovation	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) •TPI Composites, Inc. (TPIC)	Public Directorships Held in the Past Five Years •The Southern Company

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

	Skills and Experience




	Nominee Highlights Ms. Hudson’s prior role as President and CEO of BAE Systems and her extensive experience in the defense and engineering sectors provide the Company with strong operational insight and understanding of matters crucial to the Company’s business. Prior to becoming CEO 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 69 Director since 2015 Committees Audit Finance	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, St. Vincent’s Healthcare Group Limited


	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.


David S. Regnery Chair and Chief Executive Officer Age 60 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.

	Current Public Directorships •None	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 CEO 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. As president of the Commercial HVAC business, Mr. Regnery led the launch of the Company’s successful EcoWise™ portfolio of products, designed to lower environmental impact through high efficiency operation and low-GWP refrigerants. Under Mr. Regnery’s leadership, Trane Technologies has sharpened its strategy as an industry leader in climate solutions with a singular purpose – to boldly challenge what’s possible for a sustainable world.


Melissa N. Schaeffer Independent Director Age 43 Director since 2022 Committees Audit Finance	Principal Occupation •Senior Vice President and Chief Financial Officer of Air Products and Chemicals, Inc. (2021 to present), Senior Vice President, Finance and Global Engineering, Americas, Middle East & India (2020 to 2021) and 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 and audit/risk management experience. Over her career, she has held positions in global 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 68 Director since 2013 Committees Audit (Chair) Finance Executive	Principal Occupation •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 •Concho Resources Inc.

	* 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 •Former Director and Chair, Federal Reserve Bank of Cleveland •Former Director and Former Chair, National Safety Council •Member Emeritus and Former Chair, Allegheny County Parks Foundation

	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.



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 April Miller Boise			John Bruton Myles P. Lee Melissa N. Schaeffer


	2022 ($)	2021 ($)
Audit Fees(a)	9,930,000	9,545,000
Audit-Related Fees(b)	332,000	77,000
Tax Fees(c)	1,707,000	1,835,000
All Other Fees(d)	16,000	14,000
Total	11,985,000	11,471,000



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 re-allot shares held as treasury shares.