Charles Holley
CARRIER GLOBALAbout Charles M. Holley, Jr.
Charles M. Holley, Jr. is an independent director of Carrier Global, serving since 2020. He is the former Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc., and is currently Audit Committee Chair at Carrier; the Board has designated him an “audit committee financial expert” under SEC rules. He is 68 years old and also serves on Carrier’s Governance Committee. His background includes senior finance leadership, public-company CFO experience, and public accounting roles.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wal-Mart Stores, Inc. | Executive Vice President & CFO | 2010–2015 | Led finance; public-company CFO credentials |
| Wal-Mart Stores, Inc. | EVP, Finance & Treasurer | 2007–2010 | Corporate finance leadership |
| Wal-Mart Stores, Inc. | SVP, Finance | 2005–2007 | Senior finance leadership |
| Wal-Mart Stores, Inc. | SVP & Controller | 2003–2005 | Financial reporting oversight |
| Wal-Mart International | Various roles | 1994–2002 | International finance/operations exposure |
| Deloitte LLP | Independent Senior Advisor, U.S. CFO Program | 2016–2019 | CFO advisory; governance and finance expertise |
| Tandy Corporation; Ernst & Young LLP | Various roles | Not disclosed | Foundational finance/accounting experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Amgen, Inc. | Director | Since 2017 | Audit (Chair), Governance |
| Phillips 66 | Director | Since 2019 | Audit; Public Policy & Sustainability |
| Sunrise Group Holdings, LLC (non-public) | Director | Since 2023 | Not disclosed |
Board Governance
- Audit Committee Chair; Governance Committee member. The Board determined in Feb 2025 that Holley is an “audit committee financial expert” and has accounting and financial management expertise under NYSE rules. Audit Committee met 8 times in 2024; Governance Committee met 3 times.
- Independence: Listed as independent; Board committees (Audit, Compensation, Governance) are composed exclusively of independent directors.
- Attendance and engagement: In 2024 the Board met six times. Directors attended 98% of Board meetings and 97% of committee meetings; each director attended more than 83% of the meetings of the Board and the committees on which they served. Directors attended the 2024 Annual Meeting.
- Executive sessions: Board met in executive session without management at all six meetings in 2024, led by the Lead Independent Director.
- Committee oversight: As Audit Chair, Holley signed the Audit Committee Report recommending inclusion of audited financials in the 10-K and the reappointment of PwC as independent auditor for 2025, after reviewing independence and non-audit services.
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $134,000 | $134,000 | Base retainer $124,000 plus Audit Chair cash premium $10,000 |
| Stock Awards ($) | $201,000 | $201,000 | DSUs; base $186,000 plus Audit Chair DSU premium $15,000 |
| All Other Compensation ($) | $4,796 | $6,343 | Includes incidental benefits and spousal travel on corporate aircraft |
| Total ($) | $339,796 | $341,343 | Sum of components |
Non-Employee Director Annual Retainer (2024–2025 Board Cycle):
| Role | Cash ($) | Deferred Stock Units ($) | Total ($) |
|---|---|---|---|
| All Non-Employee Directors (base retainer) | 124,000 | 186,000 | 310,000 |
| Lead Independent Director (incremental) | 14,000 | 21,000 | 35,000 |
| Audit Committee Chair (incremental) | 10,000 | 15,000 | 25,000 |
| Audit Committee Member (incremental) | 6,000 | 9,000 | 15,000 |
| Compensation Committee Chair (incremental) | 8,000 | 12,000 | 20,000 |
| Governance Committee Chair (incremental) | 8,000 | 12,000 | 20,000 |
| Technology & Innovation Committee Chair (incremental) | 8,000 | 12,000 | 20,000 |
- DSUs are 100% vested at grant but settle only after a director leaves the Board; dividend equivalents credited in DSUs. No meeting fees for regularly scheduled meetings; $5,000 cash per special in-person meeting (none in 2024).
Performance Compensation
| Element | Status | Metrics |
|---|---|---|
| Annual bonus (cash) | Not disclosed for directors; structure is fixed retainers and DSUs | N/A (no director performance metric framework disclosed) |
| Equity with performance conditions (PSUs) | Not used for directors (Director DSU Plan) | N/A |
- Company LTIP governance features include minimum vesting, no option/SAR repricing without shareholder approval, dividends subject to restrictions, and double-trigger vesting on change in control; directors are subject to share ownership guidelines.
Other Directorships & Interlocks
| Company | Sector | Role | Committees | Potential Interlock with CARR |
|---|---|---|---|---|
| Amgen, Inc. | Biopharma | Director | Audit (Chair), Governance | None indicated with Carrier’s core HVAC/energy businesses |
| Phillips 66 | Energy | Director | Audit; Public Policy & Sustainability | None indicated with Carrier; governance oversight areas distinct |
- Carrier’s Governance Committee reviews director outside professional time commitments and responsibilities, mitigating overboarding risk.
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert designation; extensive CFO-level experience; public accounting background.
- Risk oversight: Chairs Audit with responsibility for financial integrity, internal controls, ERM, compliance, and cybersecurity oversight.
- Governance familiarity: Member of Governance Committee; committee oversees director compensation, assignments, orientation, continuing education, and ESG programs.
Equity Ownership
| Item | Value |
|---|---|
| DSUs convertible to shares within 60 days | 32,727 |
| Total shares beneficially owned | 32,756 |
| Percent of class | * (as disclosed) |
| Ownership guideline (non-employee director) | 5x annual cash retainer; satisfied via common, DSUs, RSUs; options and unvested PSUs excluded |
| Compliance status | Directors comply or are on track within 5 years; sales restricted until compliant |
| Hedging/pledging | Prohibited for directors, officers, employees (no short sales/pledging/hedging) |
| Holding requirement | Directors required to hold company-granted equity until retirement |
Governance Assessment
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Strengths: Independent director; Audit Chair with SEC “financial expert” designation; strong attendance culture (98% Board; 97% committees in 2024); robust share ownership requirements; prohibition on hedging/pledging; DSUs settled post-service enhance long-term alignment.
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Compensation alignment: Director pay is stable and predominately equity through DSUs (60%), with modest role-based increments; no performance bonus, reducing pay-for-performance distortion risk at the board level.
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Conflicts and related-party exposure: No Holley-specific related-party transactions disclosed; Carrier maintains a formal Related Person Transactions Policy with Governance Committee oversight. Notable related party is Viessmann Generations Group due to the acquisition; no linkage to Holley.
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Workload/time commitments: Multiple external boards (Amgen, Phillips 66); Governance Committee monitors external time commitments, mitigating overboarding concerns.
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Perquisites: Limited “All Other Compensation” includes spousal travel; amounts are small relative to total compensation and transparently disclosed.
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RED FLAGS: None disclosed specific to Holley. No pledging/hedging, no related-party transactions, and compensation does not include option repricing or guaranteed bonuses.
Overall implication: Holley’s audit leadership and financial expertise support board effectiveness in financial reporting and risk oversight. His equity-heavy retainer, ownership compliance, and prohibition on hedging/pledging indicate alignment with shareholder interests, with low conflict risk based on disclosed relationships.