Ajay Agrawal
Senior Vice President, Global Services, Business Development & Chief Strategy Officer at CARR
Executive
About Ajay Agrawal
Ajay Agrawal is Senior Vice President, Global Services and Healthy Buildings (age 61). He was appointed Chief Strategy Officer and SVP, Global Services & Healthy Buildings in March 2021 after serving as SVP, Strategy & Services from October 2019 to March 2021, and previously led aftermarket services and the Rockwell Collins integration at Collins Aerospace from 2015–2019 . Company performance context during his tenure includes cumulative TSR since separation (Apr 3, 2020–Dec 31, 2024) outpacing the S&P 500 and Dow Jones, 2024 adjusted operating margin expansion of 180 bps, and adjusted EPS growth of 16% YoY, with 2024 annual bonus metrics focused on sales, adjusted operating profit, and free cash flow .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Carrier Global Corporation | SVP, Global Services & Healthy Buildings; Chief Strategy Officer | Mar 2021–present | Strategy and services leadership; contributions to portfolio transformation cited in 2024 bonus individual performance factor |
| Carrier Global Corporation | SVP, Strategy & Services | Oct 2019–Mar 2021 | Enterprise strategy and services leadership |
| Collins Aerospace (UTC company) | President, Aftermarket Services; VP responsible for Rockwell Collins integration | Aug 2015–Sep 2019 | Led aftermarket and major integration activities |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base salary (as of 12/31) | $560,000 | $582,400 |
| Target bonus (% of base) | — | 70% |
| Target bonus ($) | — | $407,680 |
| Final annual bonus paid ($) | — | $421,950 (103.5% of target) |
- Perquisites: limited to annual physicals and financial planning; personal aircraft use prohibited for NEOs (except CEO with limits) .
Performance Compensation
Annual Bonus Plan (2024)
- Plan metrics and weights (corporate NEOs): Sales (1/3), Adjusted Operating Profit (1/3), Free Cash Flow (1/3); business unit NEOs have blended corporate/segment weighting .
- Company Performance Factor calculated at 112% but reduced via negative discretion to 90% for 2024; Ajay’s Individual Performance Factor was 115% for portfolio transformation and strategic execution .
| Metric | Weight | Achievement | Payout contribution |
|---|---|---|---|
| Sales | 1/3 | 77.0% | 25.7% |
| Adjusted Operating Profit | 1/3 | 91.0% | 30.3% |
| Free Cash Flow | 1/3 | 168.0% | 56.0% |
| Company Performance Factor (calculated) | — | — | 112.0% |
| Negative discretion | — | — | (22.0%) |
| Final Company Performance Factor | — | — | 90.0% |
| Individual Performance Factor (Agrawal) | — | — | 115.0% |
| Total payout factor (Agrawal) | — | — | 103.5% |
| Final bonus payout (Agrawal) | — | — | $421,950 |
Long-Term Incentives (2024 design and Ajay’s awards)
- 2024 LTI delivered entirely in performance-based instruments: SARs (50%) and PSUs (50%). SARs have 3-year cliff vesting and 10-year term; PSUs have 3-year performance period, with goals split 50% EPS CAGR and 50% Relative TSR vs. an S&P 500 Industrials subset (25th/50th/75th percentile → 25%/100%/200% payout) .
- Ajay received an “enhanced” 2024 LTI (+$2,000,000) for retention and portfolio transformation leadership; same mix (SARs/PSUs), not eligible for retirement vesting, reinforcing retention .
- 2024 LTI targets (excl. enhancement): SARs $524,000; PSUs $524,000; total $1,048,000 .
| Grant date | Instrument | Target quantity | Exercise price | Vesting/term | Grant-date fair value |
|---|---|---|---|---|---|
| 30-Jan-2024 | PSUs | 27,215 | — | 3-year performance, cliff vest | $1,564,454 |
| 30-Jan-2024 | SARs | 105,245 | $56.33 | 3-year cliff vest; 10-year term (exp. 29-Jan-2034) | $1,532,367 |
2024 Realized Activity
| Item | Quantity | Value realized |
|---|---|---|
| SARs exercised (2024) | 93,320 | $4,032,357 |
| PSUs vested (2024) | 17,715 | $1,005,858 |
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 13, 2025)
| Item | Amount |
|---|---|
| SARs exercisable within 60 days | 225,545 |
| Total shares beneficially owned | 336,999 |
| Percent of class | “*” as reported in table |
- Stock ownership guidelines: Ajay’s role category requires ownership equal to 3x base salary within five years; RSUs/DSUs count; options/SARs/unvested PSUs do not. Company states directors/ELT either meet or are on track; sale restrictions apply until compliant .
- No short sales, pledging, or hedging permitted for directors/officers/employees; option/SAR repricing prohibited without shareowner approval .
Outstanding Equity Awards (selected items at 12/31/2024)
| Grant date | Instrument | Status | Quantity | Exercise price | Expiration |
|---|---|---|---|---|---|
| 30-Jan-2024 | SARs | Unexercisable | 105,245 | $56.33 | 29-Jan-2034 |
| 01-Feb-2023 | SARs | Unexercisable | 31,790 | $46.14 | 31-Jan-2033 |
| 02-Feb-2022 | SARs | Unexercisable | 31,060 | $47.51 | 01-Feb-2032 |
| 04-Feb-2021 | SARs | Exercisable | 36,990 | $38.33 | 03-Feb-2031 |
| 14-May-2020 | SARs | Exercisable | 110,200 | $16.55 | 13-May-2030 |
| 04-Feb-2020 | SARs | Exercisable | 76,570 | $25.58 | 03-Feb-2030 |
| 05-Feb-2019 | SARs | Exercisable | 110,668 | $20.19 | 04-Feb-2029 |
| 30-Jan-2024 | PSUs | Unearned (target) | 27,215 | — | Performance period |
| 01-Feb-2023 | PSUs | Unearned (target) | 16,050 | — | Performance period |
| 02-Feb-2022 | PSUs | Unearned (target) | 11,226 | — | Performance period |
Employment Terms
- Employment agreements: none (executives are generally at-will); no single-trigger acceleration or excise tax gross-ups on change in control .
- Vesting/change-in-control: LTIP uses double-trigger vesting on change in control (CIC) (qualifying termination or award not assumed/continued) .
- Clawback and restrictive covenants: Annual Bonus and LTI subject to clawback; standalone Dodd-Frank policy (3-year lookback) applies. Post-employment covenants include confidentiality, noncompetition, employee/customer nonsolicitation, nondisparagement; clawback triggers include (i) for-cause conduct (incl. discovered within 3 years), (ii) solicitation or disparagement within 24 months, (iii) competitive employment within 12 months .
- Pension: Participant in frozen Pension Preservation Plan (cash balance formula); 15 years credited service; present value $326,600; lump-sum distribution election .
Potential Payments on Termination (estimated as of 12/31/2024)
| Scenario | Cash Payment | Benefits/Other | Equity | Total |
|---|---|---|---|---|
| Voluntary (Retirement) | — | — | $1,347,690 | $1,347,690 |
| Involuntary (not for cause) | $1,282,397 | $64,055 | $1,347,690 | $2,694,142 |
| Death or Disability | $407,680 | — | $5,488,613 | $5,896,293 |
| Termination Following a CIC | $2,387,840 | $64,055 | $6,256,598 | $8,708,493 |
Compensation Structure Analysis
- Pay mix and rigor: For 2024, Ajay’s LTI was 100% performance-based (SARs/PSUs), aligning outcomes with stock price, EPS CAGR, and Relative TSR; no time-based RSUs granted to NEOs in 2024 .
- Annual bonus governance: The Committee applied negative discretion, reducing the corporate payout factor from 112% to 90%, reflecting below-target operating performance despite strong FCF, signaling discipline in pay-for-performance .
- One-time retention element: Ajay’s enhanced $2,000,000 LTI, not eligible for retirement vesting, was approved to secure leadership continuity through portfolio transformation; this raised reported 2024 equity grant values above target LTI .
- Shareholder engagement: The Board engaged with investors post-2024 vote and expanded CD&A disclosures to address rigor and non-duplication of supplemental awards .
Investment Implications
- Alignment positive: High share of at-risk, performance-contingent pay (SARs/PSUs only) and strict policies (no hedging/pledging, double-trigger CIC, no repricing) support long-term alignment and reduce governance risk .
- Retention watch: The $2M enhanced 2024 LTI not eligible for retirement vesting indicates Ajay’s importance to the transformation and creates meaningful retention hooks through multi-year vesting; departure risk appears mitigated near-term .
- Potential selling pressure: Significant unexercisable SARs from 2022–2024 and unearned PSUs will cliff-vest based on performance/time; combined with 2024 exercises (93,320 SARs), monitor upcoming vesting windows for liquidity events and 10b5-1 activity .
- CIC sensitivity: Modeled CIC severance of ~$8.7M (with ~$6.26M equity) is meaningful but largely equity-driven, aligning with shareholder outcomes in strategic transactions .
- Performance linkage: 2024 bonus tied to Sales/AOP/FCF with negative discretion applied; PSUs tied to three-year EPS CAGR and Relative TSR against a defined industrials peer subset, reinforcing multi-year value creation focus .