David Gitlin
CARRIER GLOBALAbout David Gitlin
David L. Gitlin (age 55) is Chairman and Chief Executive Officer of Carrier Global Corporation; he has served as CEO since 2019, a director since the 2020 spin from United Technologies (now RTX), and Chairman since April 2021 . Under his leadership, Carrier completed a major portfolio transformation in 2023–2024 and delivered a cumulative total shareholder return of 330% from the April 3, 2020 separation through December 31, 2024, materially outperforming major indices; adjusted EPS rose 16% YoY in 2024 and net sales were $22.5B . The Board maintains a combined Chair/CEO structure with a robust Lead Independent Director role to mitigate independence concerns .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Carrier Global Corporation | President & Chief Executive Officer | 2019–present | Led spin into standalone public company, architected portfolio transformation (Viessmann acquisition, multiple divestitures), delivered multi‑year TSR outperformance |
| Carrier Global Corporation | Chairman of the Board | 2021–present | Unified leadership; Board reaffirmed combined Chair/CEO in 2024 citing execution needs and investor engagement |
| Collins Aerospace Systems (UTC) | President & COO | 2018–2019 | Senior P&L leadership at ~$26B revenue unit pre‑Carrier |
| UTC Aerospace Systems (UTC) | President | 2015–2018 | Led major aerospace platforms within UTC |
| UTC Aerospace Systems | President, Aircraft Systems | 2013–2015 | Business leadership roles |
| Hamilton Sundstrand (UTC) | Multiple senior roles (e.g., President Aerospace Customers & BD; VP & GM Power Systems; etc.) | 1997–2013 | Built operating and customer leadership foundation across UTC’s aerospace businesses |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Boeing Company | Director | 2022–present | Committees: Aerospace Safety; Finance |
- Board service at Carrier: Director since 2020; currently Chairman; not independent by status (company employee); serves on no board committees .
- Dual‑role implications: Combined CEO/Chair role is offset by a strong Lead Independent Director with explicit authorities (agenda setting, executive sessions, CEO evaluation/succession oversight), frequent executive sessions, and 98% board/97% committee attendance in 2024, supporting independent oversight .
- Outside time commitments oversight was strengthened in 2024 (annual reviews; cap of four public boards), addressing overboarding risks .
Fixed Compensation
| Element | 2024 terms | Notes |
|---|---|---|
| Base salary | $1,500,000 (effective Apr 1, 2024), +7.1% YoY | Board approved based on role scope and market data |
| Perquisites | Personal aircraft use up to 50 hours/year; 2024 incremental cost $175,318 | Aircraft allowance disclosed; company does not provide tax reimbursements on this perquisite |
| Retirement/legacy benefits | Pension Preservation Plan present value $2,042,884 as of 12/31/24; CEO life insurance premiums $115,692 in 2024 | PPP frozen; CEO life insurance up to 3x salary at age 62 (legacy UTC) |
| Deferred comp/company contributions | 2024 company contributions to nonqualified plans: $550,439 (SRP/CACEP) | See nonqualified plan table; also $27,067 401(k) match |
Performance Compensation
-
Annual Bonus (STI)
- Target: 175% of base salary ($2,625,000) .
- 2024 metrics/weights: Sales (1/3), Adjusted Operating Profit (1/3), Free Cash Flow (1/3); company performance factor reduced by negative discretion from 112% to 90% .
- Individual factor: 100%; Final payout: $2,362,500 (90% of target) .
-
Long‑Term Incentives (LTI) – Annual 2024 grant (at target value $11.15M; 40% SARs / 60% PSUs measured solely on Relative TSR for CEO)
- SARs: 307,800 @ $56.33, 3‑year cliff vest (1/30/2027), 10‑year term .
- PSUs (Relative TSR): Target 119,380 shares (25%–200% payout), 3‑year performance, vest 1/30/2027; capped at 100% if absolute TSR negative .
-
Supplemental 2024 Retention Award (approved Jan 30, 2024; total grant value $48,965,385; 50% PSUs (EPS CAGR) / 50% SARs)
- PSUs (EPS CAGR 2024–2026): Threshold $3.22 (13.5% CAGR); Target $3.60 (17.8% CAGR); Max $3.95 (21.5% CAGR). Target 446,110 shares; after performance, additional time‑based vesting in equal tranches 2027/2028/2029 .
- SARs: 1,725,330 @ $56.33; 5‑year cliff vest (1/30/2029); 10‑year term .
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Realized/vesting history
- 2022 PSU cycle (EPS CAGR + rTSR) paid at 159.7% based on performance through 12/31/24; service condition satisfied Feb 3, 2025 .
- 2024 exercises: 473,269 SARs exercised; value realized $16,030,812 .
Detailed 2024 incentive design and outcomes
| Metric | Weight | Target/Performance detail | Payout/Status |
|---|---|---|---|
| Sales (Annual Bonus) | 1/3 | Below internal target after transformation adjustments | Contributed to 90% final company factor after negative discretion |
| Adjusted Op Profit (Annual Bonus) | 1/3 | Slightly below internal target | As above |
| Free Cash Flow (Annual Bonus) | 1/3 | Above target (168% achievement), but negative discretion applied | As above |
| PSUs – Relative TSR (Annual LTI) | 100% of PSU portion | 25th/50th/75th percentile = 25%/100%/200%; negative TSR cap | Vests 2027 based on 2024–2026 rTSR vs Industrials subset |
| PSUs – EPS CAGR (Supplemental) | 50% of Supplemental | Threshold $3.22 (13.5% CAGR), Target $3.60 (17.8%), Max $3.95 (21.5%) | Performance 2024–2026; then time‑vest 2027–2029 |
| SARs – Annual LTI | 40% of Annual LTI | 3‑yr cliff (2027), 10‑yr term | Value only if stock > $56.33 |
| SARs – Supplemental | 50% of Supplemental | 5‑yr cliff (2029), 10‑yr term | Value only if stock > $56.33 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 2,305,949 shares; includes joint voting/investment power over 278,711 shares; <1% of outstanding |
| SARs exercisable within 60 days | 1,512,004 (net shares if exercised) |
| Unvested/equity overhang (selected) | 2024 Annual TSR PSUs: 119,380 target; 2024 Annual SARs: 307,800; 2024 Supplemental PSUs: 446,110 target; 2024 Supplemental SARs: 1,725,330 |
| 2024 vesting/cashflow events | 473,269 SARs exercised; $16,030,812 realized; 210,857 PSUs/RSUs vested; $11,972,460 realized |
| Ownership guidelines | 6x base salary for CEO; directors/NEOs must meet within 5 years; sales restricted until compliant |
| Pledging/hedging | Prohibited for directors/officers/employees (no pledging, short sales, hedging) |
Vesting overhang and potential supply:
- 2027: Annual 2024 PSUs/SARs vest; any earned Supplemental PSUs begin time‑vesting (1/3) .
- 2028: Second 1/3 of any earned Supplemental PSUs .
- 2029: Supplemental SARs cliff vest and final 1/3 of any earned Supplemental PSUs .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment agreement | None; at‑will (no individual CEO employment contract) |
| Severance (no CIC) | CEO: 2x base salary lump sum; prorated bonus; 12 months healthcare and outplacement; subject to 2‑year noncompete/nonsolicit and other covenants; offset by value of legacy RSU if applicable |
| Change‑in‑Control (double‑trigger) | CEO: 3x (base + target bonus) lump sum; prorated target bonus; 12 months benefits/outplacement/financial planning; 1‑year post‑termination noncompete and 2‑year nonsolicit; cut‑back vs pay‑all best‑net excise tax approach (no tax gross‑ups) |
| Equity on CIC | Vesting accelerates on qualifying termination or if awards not assumed; PSUs vest at greater of target or actual through latest practicable date |
| Clawbacks | Standalone NYSE‑compliant financial restatement clawback; plan‑level clawbacks for cause, covenant breaches, and misconduct; 3‑year lookback for excess compensation |
| Post‑employment covenants | Confidentiality, noncompetition, nonsolicitation, nondisparagement required as condition of LTI awards (from 2022 grants onward) |
Compensation Structure Analysis
- Mix and risk: 2024 CEO target direct compensation was ~90% at‑risk; NEO PSUs/SARs only (no RSUs), emphasizing pay‑for‑performance and stock price alignment .
- Off‑cycle award: A one‑time, exclusively performance‑based Supplemental Award ($48.97M value) addressed acute retention risk during portfolio transformation amid external CEO solicitations; metrics (EPS CAGR) were set above consensus and above prior cycles; vesting extends to 2029 to strengthen retention and alignment .
- Governance and shareholder feedback: Say‑on‑pay support fell to 58% in 2024; the Board led targeted investor engagement and expanded disclosures; it reaffirmed that similar off‑cycle awards are not intended near‑term absent exceptional circumstances .
- Realized pay linkage: 2022 PSUs paid at 159.7% and 2024 CAP rose alongside TSR outperformance; clawbacks and no repricing without shareholder approval are in place .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑pay approval |
|---|---|
| 2021 | 94% |
| 2022 | 94% |
| 2023 | 94% |
| 2024 | 58% |
- CEO pay ratio (2024): 1,289:1; excluding Supplemental Award effect, ratio would have been 329:1 .
- Engagement: Directors (Lead Independent and Comp Chair) met with holders representing ~35% of outstanding shares and all responsive top‑20; investors sought detail on Supplemental Award rationale and rigor (EPS CAGR thresholds disclosed) .
Performance & Track Record
| Metric/Highlight | Detail |
|---|---|
| Cumulative TSR since spin (4/3/2020–12/31/2024) | 330%, materially above S&P 500 (154%), S&P Industrials (153%), Dow (122%) |
| 2024 financials | Net sales +19% YoY (3% organic); GAAP op margin +40 bps; adjusted op margin +180 bps; adjusted EPS +16% YoY |
| Portfolio actions | Divested four businesses for >$10B at blended mid‑teens EBITDA multiple; acquired Viessmann Climate Solutions for €12B EV; returned to ~2x net leverage YE’24 |
| Aftermarket and CHVAC | Aftermarket sales double‑digit growth; fourth consecutive year of double‑digit growth in global Commercial HVAC; ~200% data center orders growth in 2024 |
Compensation Peer Group (selection and positioning)
- Peer group includes large U.S./global industrials (e.g., 3M, Caterpillar, Honeywell, Trane, Johnson Controls, Eaton, Emerson, Illinois Tool Works, TE Connectivity, etc.). Carrier ranked 8/16 in revenue ($22,486M) and 10/16 in market cap as of 12/31/2024 .
- Independent consultant (Pearl Meyer) advises the Compensation Committee; no other services provided to Carrier .
Risk Indicators & Red Flags
- Combined CEO/Chair: Active Lead Independent Director and enhanced governance mitigate risk; Board annually reviews structure .
- Off‑cycle retention award magnitude: Large, but 100% performance‑based with extended vesting; Board disclosed rationale and does not intend similar awards near‑term absent exceptional circumstances .
- 2024 Say‑on‑pay dip to 58% and elevated CEO pay ratio: Addressed via outreach and disclosure; structure remains performance‑levered .
- Hedging/pledging prohibited; no option/SAR repricing without shareholder approval; double‑trigger CIC .
Equity Ownership & Director Governance (Board Service)
- Director since 2020; Chairman since 2021; no board committees; non‑independent by virtue of executive role .
- Lead Independent Director with broad authorities; Board and committee attendance in 2024 were 98% and 97% respectively; directors must hold company‑granted equity until retirement; robust ownership requirements .
Investment Implications
- Retention/stability: The 2024 Supplemental Award is designed to anchor leadership through 2029; significant cliff/time‑vested equity reduces near‑term selling pressure and aligns outcomes to EPS CAGR and TSR performance through 2026–2029 .
- Pay‑for‑performance: 2024 cash bonus was cut to 90% via negative discretion despite strong FCF, underscoring discipline; LTI is entirely at‑risk (SARs/PSUs) with rigorous multi‑year hurdles .
- Governance balance: While the Chair/CEO combination and 2024 pay optics are risk flags, the Board’s lead director model, anti‑hedging/pledging, double‑trigger CIC, and robust clawbacks are supportive for investors focused on alignment and risk control .
- Supply/dilution watch: Key vesting years (2027, 2028, 2029) could add insider supply; however, large portions are performance‑contingent and/or cliff‑vested, moderating earlier selling pressure .
Appendix: Key 2024 CEO Compensation Figures
| Item | Amount |
|---|---|
| Base salary | $1,500,000 |
| Target bonus (175% of salary) | $2,625,000 |
| Actual bonus paid (90%) | $2,362,500 |
| 2024 Annual LTI grant value (target) | $11,150,000 |
| 2024 Supplemental Award grant value | $48,965,385 |
| 2024 Total SCT compensation | $65,734,245 |
| 2024 Option exercises (value realized) | $16,030,812 |
| 2024 Stock vested (value realized) | $11,972,460 |