Amy Miles
Director at CARR
Board
About Amy Miles
Amy E. Miles (58) is an independent director of Carrier Global Corporation, appointed effective January 15, 2025; she serves on the Audit and Governance Committees and has been designated an “audit committee financial expert” under SEC rules, reflecting deep finance and oversight experience . She was Chair and CEO of Regal Entertainment Group and previously held CFO and finance leadership roles at Regal, with earlier Big Four audit experience at Deloitte and PwC, aligning her profile with board financial oversight and audit rigor . The Board determined she is independent under NYSE standards and Carrier’s Director Independence Policy, and she meets heightened independence standards applicable to Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Regal Entertainment Group | Chair of the Board | 2015–2018 | Led the board through strategic and operational phases; governance oversight |
| Regal Entertainment Group | Chief Executive Officer | 2009–2018 | Operational leadership; financial and customer excellence |
| Regal Entertainment Group | Treasurer & Chief Financial Officer | 2000–2009 | Financial leadership; capital allocation and reporting |
| Regal Entertainment Group | SVP Finance | 1999–2000 | Finance operations |
| Deloitte | Senior Manager | 1998–1999 | Audit/assurance leadership |
| PricewaterhouseCoopers | Various positions | 1989–1998 | Audit, accounting and advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Suntex Marinas (non-public) | Independent Board Chair | Since 2022 | Board leadership |
| The Gap, Inc. | Director | Since 2020 | Audit Chair; Governance & Sustainability |
| Amgen Inc. | Director | Since 2020 | Audit; Governance |
| LIV Development, LLC | Advisory Board | Not disclosed | Advisory role |
| Norfolk Southern Corporation | Former Independent Director | Not disclosed | Former public company board service |
| ASM Global | Former Lead Director | Not disclosed | Former board leadership |
Board Governance
- Committee assignments: Audit Committee member and Governance Committee member; Audit had 8 meetings in 2024; Governance had 3 meetings in 2024 .
- Audit committee financial expert designation: Board determined in Feb 2025 that Ms. Miles and other Audit members are “audit committee financial experts” per SEC rules, with accounting and financial management expertise under NYSE rules .
- Independence: Board determined all nominees except Gitlin and Viessmann are independent under NYSE and Carrier’s Policy; Audit and Governance committees are composed exclusively of independent directors .
- Attendance culture: In 2024 the Board met 6 times; directors attended 98% of Board meetings and 97% of committee meetings; executive sessions (without management) occurred at all six meetings .
- Outside commitments policy: In June 2024, Board strengthened oversight of director time commitments and limited public boards to four; Governance Committee annually reviews outside commitments .
| Committee | Role | 2024 Meetings | Primary Oversight Areas |
|---|---|---|---|
| Audit | Member | 8 | Financial reporting, internal controls, auditor oversight, compliance, ERM (incl. cybersecurity) |
| Governance | Member | 3 | Board composition, director compensation, governance policies, political activity disclosures, ESG oversight |
Fixed Compensation
| Component | Cash ($) | Deferred Stock Units ($) | Total ($) |
|---|---|---|---|
| Non-Employee Director Annual Base Retainer (2024–2025 cycle) | 124,000 | 186,000 | 310,000 |
| Audit Committee Member Fee | 6,000 | 9,000 | 15,000 |
- Retainer mix: 40% cash, 60% DSUs; directors may elect to receive cash retainer in DSUs; DSUs fully vest at grant but settle post-board service; DSUs credited with dividend equivalents .
- Pro-rata policy: New non-employee directors joining between October and the next Annual Meeting receive 50% of the annual retainer; Ms. Miles was appointed January 15, 2025 (within that window) .
- Special meeting fee: Additional $5,000 cash per special meeting attended in person; none in fiscal 2024 .
Other Directorships & Interlocks
| External Company | Role | Since | CARR Interlock Present? |
|---|---|---|---|
| Amgen Inc. | Director | 2020 | Yes – CARR director Charles M. Holley Jr. also serves on Amgen’s board |
| The Gap, Inc. | Director (Audit Chair) | 2020 | No disclosed CARR interlock |
| Suntex Marinas (non-public) | Independent Board Chair | 2022 | Not applicable (private) |
- Independence review includes sales/purchases with companies where directors have relationships; Board determined Ms. Miles is independent after assessing relevant transactions and relationships .
Expertise & Qualifications
- Financial leadership: Former Chair & CEO and CFO/Treasurer at Regal; Big Four audit background; designated audit committee financial expert by the Board .
- Governance experience: Chairs Audit Committee at Gap; private board chair at Suntex; prior lead directorships at ASM Global .
- Strategic and operational expertise: Recognized for customer excellence and operational efficiency; Board noted value-add to Audit and Governance committees upon appointment .
Equity Ownership
| Holder | DSUs Convertible Within 60 Days (Shares) | Total Shares Beneficially Owned | Percent of Class |
|---|---|---|---|
| Amy E. Miles | 1,417 | 1,703 | <1% |
- Joint holdings: Footnote indicates a portion of shares are jointly held for certain insiders; Ms. Miles has 286 jointly held shares; all directors and NEOs exceed or are on track to meet ownership requirements within five years .
- Ownership policy: Non-employee directors must hold stock equal to 5x annual cash retainer; company-granted equity must be held until retirement; hedging, short sales, and pledging are prohibited .
Governance Assessment
- Board effectiveness signals: Appointment to Audit and Governance, coupled with audit financial expert designation, strengthens financial oversight and governance rigor; both committees are fully independent .
- Alignment and incentives: Director pay is primarily equity via DSUs (60%), with strict ownership and holding requirements until retirement, enhancing long-term alignment; hedging/pledging prohibited .
- Attendance and engagement culture: Robust 2024 attendance metrics and routine executive sessions indicate strong board engagement and independent oversight; Ms. Miles will be measured against this standard going forward .
- Potential conflicts: No related-party transactions disclosed for Ms. Miles; one interlock exists at Amgen with CARR director Charles Holley Jr.; independence review found no material relationships affecting independence .
- Time-commitment risk mitigants: Governance policy limits directors to four public company boards and requires annual review of outside commitments; Ms. Miles’ current public boards (Gap, Amgen) are within limits .
Overall, Amy Miles brings seasoned CFO/CEO and Big Four audit credentials, bolstering Carrier’s Audit and Governance oversight; her equity-heavy compensation and ownership policies support investor alignment, with no disclosed related-party conflicts and one manageable interlock at Amgen that the Board has reviewed within its independence framework .