Beril Yildiz

About Beril Yildiz

Beril Yildiz is Vice President, Controller and Chief Accounting Officer at Carrier Global Corporation, appointed on September 3, 2025 and commencing employment on September 22, 2025; she is 47 and is a CPA with an Executive MBA from Boğaziçi University . She is a Section 16 executive officer who signs SOX 302 and 906 certifications and concluded, with the CEO and CFO, that Carrier’s disclosure controls were effective as of September 30, 2025 . Company-level performance context: since separation (April 3, 2020) through December 31, 2024, Carrier’s cumulative TSR outpaced the S&P 500 and Dow Jones Industrials, and executive incentive design emphasizes sales, adjusted operating profit, free cash flow and EPS achievement to drive pay-for-performance . 2024 say‑on‑pay support fell to 58% versus historical 94%, with the Board expanding disclosures and reaffirming program rigor in 2025, an important governance backdrop for evaluating incentive alignment going forward .

Past Roles

Organization	Role	Years	Notes
International Flavors & Fragrances (IFF)	Senior Vice President, Controller & Chief Accounting Officer	Sep 2022 – Aug 2025	Senior accounting leadership at global ingredients company
Revlon Inc.	Corporate Controller & Chief Accounting Officer; CFO North America & Latin America (Apr–Sep 2022)	Sep 2021 – Sep 2022	Controller/CAO and regional CFO responsibilities during restructuring period
Colgate-Palmolive	Director, Financial Reporting, Technical Accounting & SOX; Controller, Asia Pacific Division	Sep 2018 – Sep 2021	Technical accounting, SEC reporting, divisional controllership
PricewaterhouseCoopers	Various roles (NY, Istanbul, Houston)	2000 – 2018	Audit/advisory across multiple offices

Fixed Compensation

Component	Terms
Base salary	$500,000 annually
Annual bonus target	60% of base salary under the Executive Annual Bonus Plan
Annual LTI participation	2020 Long‑Term Incentive Plan; annual target value $470,000 (subject to plan terms)
Sign‑on cash	$800,000 cash sign‑on award
Sign‑on equity	$750,000, awarded 50% RSUs and 50% SARs; vesting subject to continued employment (specific vesting dates not disclosed)
Relocation	Entitled to standard relocation expenses per company policy

Performance Compensation

Annual Bonus Plan (structure and metrics)

Element	Details
Plan participation	Executive Annual Bonus Plan (target = 60% of base)
Performance framework	Company emphasizes “stretch but attainable” goals including sales, adjusted operating profit, free cash flow and EPS; payouts are formulaic and aligned with financial performance, subject to clawbacks
2025 metrics/outcome	Not disclosed for Ms. Yildiz as of the filings reviewed

Long‑Term Incentives (program design and metrics)

Instrument	Weighting	Performance Metric(s)	Features
Stock Appreciation Rights (SARs)	50% of annual LTI for NEOs	N/A	3‑year cliff vesting; 10‑year life; exercise price = closing price on grant date
Performance Share Units (PSUs)	50% of annual LTI for NEOs	25% EPS CAGR; 25% Relative TSR vs subset of S&P 500 Industrials	3‑year performance period; vesting contingent on multi‑year performance
2022 PSU result (context)	N/A	Final performance factor 159.7% (EPS CAGR 200%, rTSR 119.35%)	Demonstrates plan leverage; applicable to NEOs employed during the cycle (pre‑hire for Ms. Yildiz)

Notes: For 2024, Carrier did not grant time‑based RSUs to NEOs in the annual LTI; however, Ms. Yildiz’s new‑hire package included RSUs (time‑based) and SARs as a sign‑on award .

Equity Ownership & Alignment

Item	Status/Policy
Beneficial ownership at appointment	Form 3 filed 09/26/2025 shows “No securities are beneficially owned” as of 09/22/2025
Ownership guidelines	Share ownership requirements apply to ELT/NEOs; within 5 years, value‑based multiples by role (e.g., CFO 4x, CLO 3x); CAO multiple not explicitly enumerated in proxy table; ELT members must meet guideline before selling shares
Hedging/pledging	Pledging and hedging of Carrier securities prohibited for directors, officers and employees
Clawbacks	Standalone clawback for Section 16 officers per NYSE; additional clawbacks in annual and LTI plans for misconduct and other circumstances
Option/SAR pricing	No discounting; grant price equals fair market value on grant date; no repricing without shareowner approval

Employment Terms

Term	Details
Appointment	Appointed VP, Controller & CAO on September 3, 2025; employment commenced September 22, 2025
Employment agreement	Carrier generally does not enter into employment agreements with NEOs; uses at‑will offer letters for newly hired executive officers (no separate employment agreement disclosed for Ms. Yildiz)
Senior Executive Severance Plan (general)	For ELT (including NEOs): upon qualifying involuntary termination (not for cause), lump‑sum 1.5x base salary (2x CEO), prorated bonus (target for individual goals; actual for others), up to 12 months health benefits and outplacement; subject to release, confidentiality/nondisparagement, and two‑year non‑compete and non‑solicit
Change in Control Severance Plan (general, double trigger)	If terminated without cause or resigns for good reason within two years post‑CIC: cash severance 2x base + target bonus for NEOs (3x CEO), prorated target bonus, 12 months health benefits, outplacement and financial planning; better‑net‑after‑tax cutback vs full payout if 280G excise tax applies
LTI treatment (general)	Upon CIC qualifying termination, outstanding equity accelerates; PSUs vest at greater of target or actual; SARs valued on intrinsic value; double‑trigger applies under the 2020 LTIP

Note: Ms. Yildiz’s 8‑K specifies compensation and plan participation but does not enumerate individual severance/CIC agreements; terms above summarize Carrier’s plan‑level provisions applicable to ELT/NEOs .

Risk Indicators and Signals

Section 16 status and SOX certifications: As CAO, she is a certifying officer on Carrier’s 10‑Q (SOX 302/906), reinforcing accountability for financial reporting and controls .
Initial ownership and selling pressure: Form 3 shows no beneficial ownership at start; sign‑on RSUs and future LTI will create vesting events; company policy restricts sales until ownership guidelines are met, reducing near‑term discretionary selling capacity for ELT members .
Hedging/pledging and repricing: Prohibitions reduce alignment risks; no option/SAR repricing without shareowner approval .
Shareholder feedback: 2024 say‑on‑pay support of 58% (vs historical 94%) signals elevated scrutiny on incentive design and outcomes; Board engaged investors and expanded CD&A disclosures in 2025 .

Investment Implications

Alignment and retention: The mix of cash sign‑on ($800k) and sign‑on equity ($750k; 50% RSU/50% SAR) plus participation in the bonus and LTI plans provides both immediate and long‑term retention incentives; ELT ownership requirements and the prohibition on sales prior to meeting guidelines further align interests while tempering near‑term sell pressure .
Pay‑for‑performance constructs: Annual bonuses tie to financial metrics (sales, adjusted operating profit, FCF, EPS), and LTI emphasizes multi‑year EPS CAGR and relative TSR, which historically can produce above‑target payouts (e.g., 2022 PSU factor 159.7%); this structure tightly links realized pay to performance but can amplify realized compensation in strong cycles .
Protection/Change‑in‑Control economics: Carrier’s plan terms (double‑trigger CIC; 2x base+target bonus for non‑CEO NEOs; health, outplacement, and financial planning) are mainstream and avoid excise tax gross‑ups, balancing competitive retention with governance discipline; no single‑trigger vesting under the 2020 LTIP .
Governance watch‑items: The 2024 say‑on‑pay outcome (58%) raises sensitivity around incentive design, target rigor, and special awards; investors should monitor 2025–2026 disclosures for any design changes, PSU calibration, or one‑time grants affecting realized pay .