What is the purpose of the supplemental equity award granted to David Gitlin?

The supplemental equity award is designed to incentivize and support CEO David Gitlin's long-term retention during Carrier's critical portfolio transformation. It aims to align his compensation with the company's long-term growth objectives and promote shareholder value creation, particularly as the company integrates the Viessmann Climate Solutions acquisition and divests other businesses.

What are the performance metrics and vesting schedule for the supplemental award?

The award is split into performance share units (PSUs) and stock appreciation rights (SARs). The PSUs are tied to adjusted EPS growth targets between 2024-2026, with payouts ranging from 0% to 200% of the target, and vest in three equal installments from 2027-2029. The SARs cliff vest five years from the grant date (January 30, 2024), provided Mr. Gitlin remains employed with Carrier through that period. Both components require continuous employment for full vesting, with specific provisions for termination and change-in-control scenarios.

Is this supplemental award the only equity compensation Mr. Gitlin will receive?

No, this supplemental equity award is in addition to Mr. Gitlin's regular annual equity grant for 2024, which was also approved on the same date. The annual equity award is also comprised of PSUs and SARs, with vesting typically over three years and tied to total shareholder return relative to a peer group of industrial companies in the S&P 500.

What happens to the award if Mr. Gitlin leaves the company or if there is a change in control?

Generally, if Mr. Gitlin terminates employment for any reason other than death or disability, and absent a change in control, he will forfeit any unvested PSUs and SARs. In case of death or disability, all unvested awards vest (PSUs at target performance). In the event of a change in control, specific accelerated vesting provisions apply if Mr. Gitlin is terminated without cause or resigns for good reason within 24 months of the change in control, with PSUs vesting at the greater of target or actual performance achieved.

CARR 8-K: Leadership Changes

01—Abstract

Summary

Summary of the 8-K filed February 1, 2024. Cited figures are marked; the original filing is the authoritative source.

This 8-K filing from Carrier Global Corporation announces the approval of a supplemental equity award for CEO David Gitlin.

This award is performance-based, with rigorous targets linked to adjusted earnings per share growth and stock price appreciation, and vests over five years. It is designed to incentivize Mr. Gitlin's retention and leadership during a critical portfolio transformation period, which includes the significant acquisition of Viessmann Climate Solutions and the divestiture of other business segments. The company emphasizes that this award aligns Mr. Gitlin's compensation with long-term shareholder value creation and acknowledges the competitive market for executive talent.

The supplemental award consists of performance share units (PSUs) and stock appreciation rights (SARs). The PSUs have a target of 446,110 shares and will be earned based on adjusted EPS growth targets from 2024-2026, vesting in installments from 2027-2029. The SARs cover 1,725,330 shares with an exercise price of $56.33^a and will cliff vest in 2029.

Both components are subject to continuous employment and have specific forfeiture and vesting provisions upon termination or change in control. This supplemental award is in addition to Mr. Gitlin's regular annual equity grant.

02—Key points

Key Highlights

Carrier Global Corp. approved a supplemental equity award for CEO David Gitlin on January 30, 2024.
The award is exclusively performance-based, tied to adjusted EPS growth and stock price appreciation, vesting over five years.
This award aims to incentivize CEO retention during a significant portfolio transformation, including the Viessmann Climate Solutions acquisition.
The award includes 446,110 target performance share units (PSUs) for 2024-2026 EPS growth targets.
The award also includes 1,725,330 stock appreciation rights (SARs) with an exercise price of $56.33, vesting in 2029.
Vesting is contingent on continuous employment and specific performance hurdles, with provisions for termination and change in control events.
The supplemental award is in addition to Mr. Gitlin's regular annual equity grant for 2024.

03—Questions

Frequently Asked Questions

What is the purpose of the supplemental equity award granted to David Gitlin?
The supplemental equity award is designed to incentivize and support CEO David Gitlin's long-term retention during Carrier's critical portfolio transformation. It aims to align his compensation with the company's long-term growth objectives and promote shareholder value creation, particularly as the company integrates the Viessmann Climate Solutions acquisition and divests other businesses.
What are the performance metrics and vesting schedule for the supplemental award?
The award is split into performance share units (PSUs) and stock appreciation rights (SARs). The PSUs are tied to adjusted EPS growth targets between 2024-2026, with payouts ranging from 0% to 200% of the target, and vest in three equal installments from 2027-2029. The SARs cliff vest five years from the grant date (January 30, 2024), provided Mr. Gitlin remains employed with Carrier through that period. Both components require continuous employment for full vesting, with specific provisions for termination and change-in-control scenarios.
Is this supplemental award the only equity compensation Mr. Gitlin will receive?
No, this supplemental equity award is in addition to Mr. Gitlin's regular annual equity grant for 2024, which was also approved on the same date. The annual equity award is also comprised of PSUs and SARs, with vesting typically over three years and tied to total shareholder return relative to a peer group of industrial companies in the S&P 500.
What happens to the award if Mr. Gitlin leaves the company or if there is a change in control?
Generally, if Mr. Gitlin terminates employment for any reason other than death or disability, and absent a change in control, he will forfeit any unvested PSUs and SARs. In case of death or disability, all unvested awards vest (PSUs at target performance). In the event of a change in control, specific accelerated vesting provisions apply if Mr. Gitlin is terminated without cause or resigns for good reason within 24 months of the change in control, with PSUs vesting at the greater of target or actual performance achieved.

04—Continue

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